<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 29, 1996
REGISTRATION STATEMENT NO. 333-09345
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
DEPUY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
35-1989795
DELAWARE 3845 (I.R.S. EMPLOYER
(PRIMARY STANDARD IDENTIFICATION NUMBER)
(STATE OR OTHER INDUSTRIAL
JURISDICTION OF CLASSIFICATION CODE
INCORPORATION OR NUMBER)
ORGANIZATION) 700 ORTHOPAEDIC DRIVE
WARSAW, INDIANA 46581
(219) 267-8143
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
DEPUY, INC.
700 ORTHOPAEDIC DRIVE
WARSAW, INDIANA 46581
(219) 267-8143
ATTENTION: STEVEN L. ARTUSI, ESQ.
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
COPIES TO:
JEFFREY E. COHEN, ESQ. FRANCIS J. MORISON, ESQ.
COUDERT BROTHERS DAVIS POLK & WARDWELL
1114 AVENUE OF THE AMERICAS 450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10036 NEW YORK, NEW YORK 10017
(212) 626-4400 (212) 450-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
----------------
THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PROSPECTUS (Subject to Completion)
Issued October 29, 1996
14,780,000 Shares
DePuy, Inc.
COMMON STOCK
----------
OF THE 14,780,000 SHARES OF COMMON STOCK BEING OFFERED HEREBY, 11,824,000
SHARES ARE BEING OFFERED INITIALLY IN THE UNITED STATES AND CANADA BY THE U.S.
UNDERWRITERS AND 2,956,000 SHARES ARE BEING OFFERED INITIALLY OUTSIDE OF THE
UNITED STATES AND CANADA BY THE INTERNATIONAL UNDERWRITERS. SEE
"UNDERWRITING." PRIOR TO THE OFFERING, ALL OF THE ISSUED AND OUTSTANDING
SHARES OF THE COMPANY'S COMMON STOCK WERE OWNED BY CORANGE LIMITED
("CORANGE") AND WHOLLY-OWNED SUBSIDIARIES OF CORANGE. CERTAIN OF THE
SHARES BEING OFFERED HEREBY ARE BEING SOLD BY CORANGE (THE "SELLING
STOCKHOLDER"). OF THE 11,824,000 SHARES OF COMMON STOCK BEING OFFERED BY
THE U.S. UNDERWRITERS, 6,224,000 SHARES ARE BEING SOLD BY THE COMPANY
AND 5,600,000 SHARES ARE BEING SOLD BY THE SELLING STOCKHOLDER. OF THE
2,956,000 SHARES OF COMMON STOCK BEING OFFERED BY THE INTERNATIONAL
UNDERWRITERS, 1,556,000 SHARES ARE BEING SOLD BY THE COMPANY AND
1,400,000 SHARES ARE BEING SOLD BY THE SELLING STOCKHOLDER. UPON
COMPLETION OF THE OFFERING, CORANGE AND ITS SUBSIDIARIES WILL
CONTINUE TO OWN APPROXIMATELY 84.8% OF THE COMMON STOCK. SEE
"PRINCIPAL STOCKHOLDERS." THE COMPANY WILL NOT RECEIVE ANY OF THE
PROCEEDS FROM THE SALE OF SHARES BY THE SELLING STOCKHOLDER.
PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR THE
COMMON STOCK OF THE COMPANY. IT IS CURRENTLY ANTICIPATED THAT
THE INITIAL PUBLIC OFFERING PRICE WILL BE BETWEEN $16 1/2 AND
$18 1/2 PER SHARE. SEE "UNDERWRITING" FOR A DISCUSSION OF THE
FACTORS CONSIDERED IN DETERMINING THE INITIAL PUBLIC OFFERING
PRICE.
----------
THE COMMON STOCK HAS BEEN APPROVED FOR LISTING ON THE NEW YORK STOCK EXCHANGE
UNDER THE SYMBOL "DPU", SUBJECT TO OFFICIAL NOTICE OF ISSUANCE.
----------
SEE "RISK FACTORS" COMMENCING ON PAGE 8 HEREOF, FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
----------
PRICE $ A SHARE
----------
<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS (1) COMPANY (2) STOCKHOLDER
-------- --------------- ----------- -----------
<S> <C> <C> <C> <C>
Per Share...................... $ $ $ $
Total (3)...................... $ $ $ $
</TABLE>
- -----
(1) The Company and the Selling Stockholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
(2) Before deducting expenses payable by the Company estimated at $2,104,336.
(3) The Company has granted to the U.S. Underwriters an option, exercisable
within 30 days of the date hereof, to purchase up to 2,217,000 additional
Shares at the Price to Public less Underwriting Discounts and Commissions
for the purpose of covering over-allotments, if any. If the Underwriters
exercise such option in full, the Total Price to Public, Underwriting
Discounts and Commissions, Proceeds to Company and Proceeds to Selling
Stockholder will be $ , $ , $ and $ , respectively. See
"Underwriting."
----------
The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriters named herein and subject to the approval of certain legal
matters by Davis Polk & Wardwell, counsel for the Underwriters. It is expected
that delivery of the Shares will be made on or about , 1996, at the offices
of Morgan Stanley & Co. Incorporated, New York, N.Y., against payment therefor
in immediately available funds.
----------
MORGAN STANLEY & CO.
Incorporated
BEAR, STEARNS & CO. INC.
COWEN & COMPANY
FURMAN SELZ
, 1996
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
<PAGE>
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED IN CONNECTION
WITH ANY OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE SHARES OF COMMON STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO
MAKE SUCH AN OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.
----------------
NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION BY THE COMPANY OR
ANY UNDERWRITER THAT WOULD PERMIT A PUBLIC OFFERING OF THE COMMON STOCK OR
POSSESSION OR DISTRIBUTION OF THIS PROSPECTUS IN ANY JURISDICTION WHERE ACTION
FOR THAT PURPOSE IS REQUIRED, OTHER THAN IN THE UNITED STATES. PERSONS INTO
WHOSE POSSESSION THIS PROSPECTUS COMES ARE REQUIRED BY THE COMPANY AND THE
UNDERWRITERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE ANY RESTRICTIONS AS
TO, THE OFFERING OF THE COMMON STOCK AND THE DISTRIBUTION OF THIS PROSPECTUS.
----------------
This Prospectus includes forward-looking statements concerning the Company's
operations, economic performance and financial condition. Such forward-looking
statements involve risks and uncertainties and are subject to change based on
various factors, including those under the caption "Risk Factors" in this
Prospectus.
Certain of the information contained in the "Prospectus Summary" and in
"Business" concerning the definition, size and development of the various
product markets in which the Company participates and the Company's general
expectations concerning the development of such product markets, both
domestically and internationally, are based on estimates prepared by the
Company using data from various sources (primarily Wessels, Arnold &
Henderson, Medifacts International, MDIS Publications, Theta Corporation and
Knowledge Enterprises, as well as data from the Company's internal research),
which data the Company has no reason to believe are unreliable, and on
assumptions made by the Company, based on such data and its knowledge of the
orthopedic industry, which the Company believes to be reasonable. While the
Company is not aware of any misstatements contained in these sections, the
Company's estimates, in particular as they relate to the Company's general
expectations concerning the product markets in which the Company participates,
involve risks and uncertainties and are subject to change based on various
factors, including those discussed under the caption "Risk Factors" in this
Prospectus. Sales and market share figures contained in the narrative portions
of the "Prospectus Summary" and the "Business" sections include sales of the
Company's 50% owned subsidiary, DePuy DuPont Orthopedics.
----------------
DePuy(R), ACE(R), OrthoTech(R), LCS(R), AMK(R), Charnley(R), MOSS(TM),
ENDURANCE(TM), CaptureWare(R), Profile(R) Check, Solution System(R),
Duraloc(R), Elite(TM), Coordinate(TM), Global(TM), STERILE VIEW(R),
STABILITY(R), POROCOAT(R) and Cida(TM) are trademarks of the Company or its
subsidiaries. Hylamer(R) is a registered trademark of DePuy Dupont
Orthopedics. Kevlar(R) is a registered trademark of E. I. DuPont de Nemours
and Company.
----------------
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................................................... 4
Risk Factors............................................................. 8
Use of Proceeds.......................................................... 14
Dividend Policy.......................................................... 14
Dilution................................................................. 15
Capitalization........................................................... 16
Pre-Offering Reorganization.............................................. 17
Selected Combined Financial Data......................................... 19
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 20
Business................................................................. 28
Management............................................................... 47
Certain Transactions..................................................... 58
Principal Stockholders................................................... 60
Description of Capital Stock............................................. 62
Shares Eligible for Future Sale ......................................... 65
Certain U.S. Federal Income Tax Considerations........................... 66
Underwriting............................................................. 68
Legal Matters............................................................ 71
Experts.................................................................. 71
Additional Information................................................... 71
Index to Combined Financial Statements................................... F-1
</TABLE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
UNTIL , 1996 (25 DAYS AFTER THE COMMENCEMENT OF THIS OFFERING), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
3
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.
Unless otherwise indicated, the information in this Prospectus assumes that the
Underwriters' over-allotment option is not exercised. Unless otherwise referred
to herein or the context otherwise requires, references to the "Company" or
"DePuy" shall mean DePuy, Inc. and its majority owned subsidiaries, after
giving effect to the pre-offering reorganization described later in this
Prospectus (the "Reorganization").
THE COMPANY
DePuy, Inc. is one of the world's leading designers, manufacturers and
distributors of orthopedic devices and supplies. The Company's products are
used primarily by orthopedic medical specialists and, in the case of the
Company's spinal implants, neurosurgeons in both surgical and non-surgical
therapy to treat patients with musculoskeletal conditions resulting from
degenerative diseases, deformities, trauma and sports-related injuries. The
Company's products cover a broad range of orthopedic needs and include primary
and revision hip, primary and revision knee and shoulder implants to
reconstruct damaged joints; spinal implants to facilitate fusion of elements of
the spine and to correct deformities; trauma products to reconstruct small and
large bone fractures; and implants, knee braces and other soft good supplies
for the rehabilitation of sports-related injuries. Additionally, the Company
markets complementary products for the operating room.
The orthopedic product market is believed by the Company to have had
approximately $7.0 billion in 1995 sales worldwide, with U.S. sales
constituting approximately $3.9 billion of that total. The Company estimates
that reconstructive products accounted for approximately $3.1 billion of the
1995 worldwide orthopedic market, with the U.S. and international markets split
equally with approximately $1.5 billion each. The Company believes that it is
one of the leading manufacturers of reconstructive products worldwide, having a
worldwide market share of approximately 15% in 1995, and the second leading
manufacturer in the U.S., having approximately a 17% market share in 1995. With
respect to hip products, the Company believes that it is one of the three
leading manufacturers worldwide and one of the two leaders in the U.S., having
market shares of approximately 16% and 23%, respectively, in 1995. Within the
knee market, the Company believes it is the fourth leading manufacturer
worldwide and in the U.S., having market shares of approximately 13% and 12%,
respectively, in 1995. The Company believes it is the leading manufacturer
within the extremities market, with an approximate 26% market share worldwide
and 29% market share in the U.S. in 1995. The spinal market, one of the fastest
growing segments in musculoskeletal surgery, is believed by the Company to have
had approximately $400 million in 1995 sales worldwide; the Company believes
that it is the fourth leading manufacturer within this market.
Geographical concentration of the global orthopedic market remains high. The
United States represents approximately 56% of the worldwide market, and five
countries--the United States, the U.K., Germany, France and Japan--represent
approximately 80% of the worldwide market. The Company believes that these
markets are fairly mature and that higher growth may be expected in emerging
market countries, which now have both the ability to pay for orthopedic
procedures and increasingly aging populations. Within the mature markets,
growth will largely be due to the increase in the number of people over age 65,
an increasingly fitness-oriented population that has subjected its joints to
greater wear, improvement in implant technology, the development of successful
orthopedic procedures for more body parts such as the shoulder and spine, and
increased use of implants in younger patients.
DePuy has established a leading market position through the continued
introduction of high quality, clinically-proven products in major segments of
the orthopedic industry, including one of the leading cemented hip implants and
the leading porous coated (non-cemented) hip system as measured in units.
Geographically, the
4
<PAGE>
Company commenced the development of international distribution channels in
1988 and now has Company-owned distribution subsidiaries in all major markets
outside the U.S. International sales have increased to 45% of total sales in
1995, up from 11% in 1988. The Company's acquisitions and alliances have also
focused on the entry into the high growth markets of spinal implants, trauma
and sports medicine. In 1993, the Company entered the expanding market of
spinal implants through a joint venture with Biedermann Motech GmbH of Germany.
In 1994, the Company expanded its position in the trauma device market through
the acquisition of ACE Medical Company ("DePuy ACE"), a leading manufacturer of
titanium alloy trauma products and externally applied fixation devices for the
treatment of fractures. Also in 1994, DePuy International Limited ("DePuy
International," formerly Charles F. Thackray Limited, acquired by the Company
in 1990) acquired CMW Laboratories ("CMW"), the oldest orthopedic bone cement
manufacturer in the world. In March 1996, the Company expanded its position in
the fast-growing sports medicine device market through its acquisition of
Orthopedic Technology, Inc. ("DePuy OrthoTech"), a manufacturer and distributor
of external braces used in the prevention and rehabilitation of sports-induced
injuries. Many of the Company's target markets remain fragmented, providing
opportunities for continued consolidation. Technologically, the Company seeks
to remain on the leading edge of innovation and has established programs in the
area of bone and tissue regeneration and biomaterials.
In the United States, DePuy has been at the forefront of pursuing
opportunities in a managed care environment. As the pressure within the health
care industry to contain costs has increased, DePuy has actively pursued
contracts with national and regional hospital buying groups as well as
individual health care facilities, where the Company believes that the increase
in unit volume produced by high levels of product sales to such groups and the
opportunity for increased market share offset the financial impact of
discounting products. The Company has also created and introduced software
packages to help surgeons and health care facilities document and collect
reliable data on costs, clinical results, outcomes and patient satisfaction. By
demonstrating the superiority of its products through careful tracking,
evaluation and promotion of clinical outcomes, the Company believes that it is
well positioned for its customers to receive patient referrals from third-party
payors and integrated health care delivery networks.
Founded in 1895 by Revra DePuy, DePuy is the world's oldest manufacturer of
orthopedic devices and, at various points in its history, employed the founders
of many of its present-day major competitors. DePuy was sold to a group of
private investors in 1965, who in turn sold the Company to Bio-Dynamics, Inc.
in 1968. In 1974, Boehringer Mannheim GmbH ("Boehringer Mannheim"), a leading
European pharmaceutical, chemical and diagnostic company, purchased
Bio-Dynamics, Inc. and, with it, DePuy. In 1985, Corange Limited ("Corange")
was formed as a holding company for the Boehringer Mannheim and DePuy
businesses. The Company is currently wholly-owned by Corange and certain
wholly-owned subsidiaries of Corange.
The Company's principal executive offices are located at 700 Orthopaedic
Drive, Warsaw, Indiana 46581-0988 and its telephone number is (219) 267-8143.
5
<PAGE>
THE OFFERING
<TABLE>
<S> <C>
Common Stock Offered(1):
International Offer-
ing.................. 2,956,000
United States Offer-
ing.................. 11,824,000
Total............... 14,780,000
Common Stock to be out-
standing after the Of-
fering(2).............. 97,780,000
Use of Proceeds......... It is anticipated that the net proceeds to the Company
from the Offering will be used for the expansion of the
Company's business through acquisitions, provided that
suitable acquisition opportunities can be identified
and such acquisitions can be consummated. The Company
will not receive any proceeds from the sale of Common
Stock by the Selling Stockholder. See "Use of
Proceeds."
Dividend Policy......... The Company anticipates that it will pay dividends on a
quarterly basis, provided that funds are legally
available therefor and subject to the discretion of the
Board of Directors. See "Dividend Policy."
New York Stock Exchange
Symbol................. "DPU"
</TABLE>
- --------
(1) Of the 11,824,000 Shares of Common Stock being offered in the United States
Offering, 6,224,000 Shares are being sold by the Company and 5,600,000
Shares are being sold by the Selling Stockholder. Of the 2,956,000 Shares
of Common Stock being offered in the International Offering, 1,556,000
Shares are being sold by the Company and 1,400,000 Shares are being sold by
the Selling Stockholder.
(2) Does not include shares of Common Stock issuable upon exercise of stock
options and conversion of phantom stock units granted under the Company's
incentive plan. See "Management--Employee Plans."
6
<PAGE>
SUMMARY COMBINED FINANCIAL DATA
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------------ -----------------
1991 1992 1993 1994(1) 1995 1995 1996(1)
------ ------ ------ ------- ---------- ------ ----------
(IN MILLIONS, EXCEPT SHARE
DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales............... $339.9 $419.9 $466.7 $551.8 $636.6 $323.3 $349.0
Gross profit............ 225.5 271.3 314.8 378.8 436.4 218.4 242.5
Operating income........ 85.7 102.0 129.6 151.1 170.3 89.2 97.7
Net income.............. 46.4 54.1(2) 72.2 86.8 94.9 51.5 55.6
Pro forma net income per
share.................. $ 1.05 $ .62
Pro forma weighted
average number of
shares outstanding..... 90,000,000 90,000,000
</TABLE>
<TABLE>
<CAPTION>
AT DECEMBER 31,
1995 AT JUNE 30, 1996
--------------- ----------------
<S> <C> <C>
BALANCE SHEET DATA
Working capital.............................. $ 176.8 $ 195.4
Total assets................................. $ 623.3 $ 692.6
Total noncurrent liabilities................. $ 73.5 $ 56.8
Shareholder's net investment................. $ 378.1 $ 461.1
</TABLE>
- --------
(1) Financial results include the effects of acquisitions as outlined in Notes
1 and 14 of the Notes to Combined Financial Statements.
(2) Includes impact of charge of $3.8 million for the adoption of Financial
Accounting Standard No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions."
7
<PAGE>
RISK FACTORS
Prospective purchasers of the Common Stock offered hereby should consider
carefully the following factors in addition to the other information set forth
in this Prospectus.
UNCERTAINTY RELATING TO THIRD-PARTY REIMBURSEMENT
In the United States, health care providers, such as hospitals and clinics,
who purchase the Company's products generally rely on third-party payors,
principally Federal Medicare, State Medicaid and private health insurance
plans, to reimburse all or part of the cost of the procedure in which the
product is being used, including the cost of the Company's product utilized in
such procedure. There can be no assurance that third-party reimbursement for
the Company's products will continue to be available or at what rate such
products will be reimbursed. Congress and certain state legislatures are
considering reforms in the health care industry that may affect current
reimbursement practices, including controls on health care spending through
limitations on the growth of Medicare and Medicaid spending. The development
of managed care programs in which the providers contract to provide
comprehensive health care to a patient population at a fixed cost per person
(referred to as capitation) has given rise to similar pressures on health care
providers to lower costs.
Outside the United States, the success of the Company's products is
dependent, in part, upon the availability of reimbursement and health care
payment systems. These reimbursement and health care payment systems vary
significantly by country, and include both government sponsored health care
and private insurance plans. Several governments (most notably Germany, France
and Japan) have recently attempted to dramatically reshape reimbursement
policies affecting medical devices.
The ability of physicians, hospitals and other users of a company's products
to obtain appropriate reimbursement from governmental and private third-party
payors for procedures in which the company's products are used is critical to
the success of all medical device companies around the world, including the
Company. Failure by such users of the Company's products to obtain sufficient
reimbursement from third-party payors for procedures in which the Company's
products are used or adverse changes in governmental and private payors'
policies toward reimbursement for such procedures could have a material
adverse effect on the Company's business, financial condition and results of
operations.
RESPONSES BY HEALTH CARE PROVIDERS TO PRICE PRESSURES; FORMATION OF BUYING
GROUPS
Within the U.S., health care reform and the emergence of managed care are
changing the dynamics of the orthopedic market, as the health care industry
seeks ways to control rising health care costs. The main customers for
orthopedic products are hospitals and clinics. As a result of health care
reform, the U.S. health care industry has seen a rapid expansion of managed
care at the expense of traditional private insurance. The advent of managed
care has resulted in greater attention to the tradeoff between patient need
and product cost, so-called demand matching, where patients are evaluated as
to age, need for mobility and other parameters and are then matched with an
orthopedic product that is cost effective in light of such evaluation. One
result of demand matching may be a shift toward less expensive products (such
as cemented implants), and any such shift in product mix could have an impact
on the Company's operating results with respect to hip and, to a lesser
extent, knee replacement systems. A further result of managed care and the
related pressure on costs has been the advent of hospital buying groups,
national purchasing contracts and various bidding procedures imposed by
hospitals or buying groups. Such buying groups often enter into extensive
preferred supplier arrangements with one or more manufacturers of orthopedic
or other medical products in return for price discounts. The extent to which
buying groups are able to obtain compliance by their constituent organizations
with such preferred supplier agreements varies considerably depending on the
particular buying groups. The Company, in response to the phenomenon of new
hospital buying groups, has recently entered into agreements with selected
groups and believes that the high levels of product sales to such groups and
the opportunity for increased market share can offset the financial impact of
discounting products. There can be no assurance, however, that the Company
will continue to be able to obtain preferred supplier commitments from major
buying groups, in which case the Company could lose significant potential
sales,
8
<PAGE>
to the extent such groups are able to command a high level of compliance by
their constituent organizations. On the other hand, should the Company receive
preferred supplier commitments from particular groups which do not deliver
high levels of compliance, any increases in unit sales or in market share may
be insufficient to offset the negative impact of lower per unit prices. See
"Business--Industry Background" and "--Business Strategy."
COMPETITION
The orthopedic device industry is highly competitive and is characterized by
innovation, technological change and advancement. The Company currently
competes with a number of companies, including some that are part of corporate
groups that have significantly greater resources than the Company. There can
be no assurance that the Company's competitors will not succeed in developing
technologies and products that are more effective than the Company's or that
would render the Company's technology or products obsolete or uncompetitive.
Further, the Company's ongoing success requires the continued development and
commercialization of new products and the enhancement of existing products.
There can be no assurance that the Company will be able to continue to develop
successful new products and enhance existing products, to obtain required
regulatory approvals for such products, to merchandise such products in a
commercially viable manner or to gain market acceptance for such products. See
"Business--Competition."
PATENTS AND PROPRIETARY KNOW-HOW
The Company holds U.S. and foreign patents covering certain of its systems,
components and instrumentation, has patent applications pending with respect
to certain implant components and certain surgical instrumentation and
anticipates that it will apply for additional patents it deems appropriate.
There can be no assurance as to the breadth or degree of protection which
existing or future patents, if any, may afford, that any patent applications
will result in issued patents, or that patents will not be circumvented or
invalidated. In addition, the Company holds licenses from third parties to
utilize certain patents, patents pending and technology utilized in the design
of some of its devices. The loss of such licenses would prevent the Company
from manufacturing and selling certain of its products, which could have a
material adverse effect on the Company's business, financial condition and
results of operations. The Company's success also depends on non-patented
proprietary know-how, trade secrets, processes and other proprietary
information. The Company employs various methods to protect its proprietary
information, including confidentiality agreements and proprietary information
agreements. However, such methods may not provide adequate protection, and
there can be no assurance that such information will not become known to, or
be independently developed by, competitors, or that the Company's proprietary
rights in such knowledge will not be challenged. See "Business--Intellectual
Property" and "--Legal Proceedings."
GROWTH BY ACQUISITION
The Company's growth has been achieved, in part, by means of acquisitions.
The Company from time to time evaluates and enters into negotiations with
respect to potential acquisitions, and the Company intends to make additional
acquisitions in the future. There can be no assurance that the Company will be
able to locate suitable acquisition opportunities, that it will be able to
obtain the necessary financing for any future acquisitions, that it will be
able to effectively and profitably integrate into the Company any operations
that are acquired in the future or that any future acquisitions will not have
a material adverse effect on the Company's operating results or on the market
price of the Company's Common Stock, particularly during the periods
immediately following such acquisitions. In addition, to the extent that the
Company is unable to locate suitable acquisition opportunities, future
revenues will depend upon the Company's existing business. See "Use of
Proceeds" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
SIGNIFICANT INTERNATIONAL OPERATIONS
Approximately 45% of the Company's sales in fiscal 1995 and approximately
47% of the Company's sales for the six months ended June 30, 1996 were derived
from sales in foreign markets. The Company expects sales from international
markets to represent an increasing portion of total sales. Certain risks are
inherent in international operations, including exposure to currency
fluctuations, political and economic conditions, unexpected changes in
regulatory requirements, exposure to different legal standards, particularly
with respect to
9
<PAGE>
intellectual property, future import and export restrictions, difficulties in
staffing and managing operations, difficulties in collecting receivables and
longer receivables payment cycles in certain countries and potentially adverse
tax consequences. There can be no assurance that the above factors will not
have material adverse effects on the Company. See "Business--Business
Strategy", "--Products" and "--Marketing and Sales."
PRODUCT LIABILITY
The development, manufacture and sale of medical devices and products entail
significant risk of product liability claims or recalls. The Company's
products are, in the substantial majority of cases, designed to be implanted
in the human body for long periods of time. Design defects, manufacturing
defects or inadequate disclosure of product-related risks, with respect to
products sold by the Company could result in exacerbation of a patient's
condition, further injury or even death of the patient. The occurrence of such
an event could result in product liability claims and/or a recall of one or
more of the Company's products. There can be no assurance that the Company's
current product liability insurance which it carries through joint policies
with its affiliate, Boehringer Mannheim Corporation, will be adequate to
protect the Company from any liabilities it might incur in connection with the
development, manufacture and sale of its current and potential products, or
that the Company will continue to be able to obtain insurance on satisfactory
terms or in adequate amounts. A successful claim or claims brought against the
Company and/or Boehringer Mannheim Corporation in excess of available
insurance coverage could have a material adverse effect on the Company.
Moreover, product liability claims or product recalls in the future could,
regardless of their outcome, have a material adverse effect on the Company's
reputation and on its ability to obtain and retain customers for its products.
See "Business--Legal Proceedings" and "Certain Transactions."
PATENT LITIGATION
The medical device industry has experienced extensive litigation regarding
patents and other intellectual property rights. There can be no assurance that
the Company or its products will not become subject to patent infringement
claims or litigation or interference proceedings declared by the United States
Patent and Trademark Office ("USPTO") to determine the priority of inventions.
The defense and prosecution of intellectual property suits, USPTO interference
proceedings and related legal and administrative proceedings are both costly
and time-consuming. Litigation may also be necessary to enforce patents issued
to the Company, to protect trade secrets or know-how owned by the Company or
to determine the enforceability, scope and validity of the proprietary rights
of others. Any litigation or interference proceedings will result in
substantial expense to the Company and significant diversion of effort by the
Company's technical and management personnel. An adverse determination in
litigation or interference proceedings to which the Company may become a party
could subject the Company to significant liabilities to third parties, require
disputed rights to be licensed from a third party for royalties that may be
substantial or require the Company to cease using such technology. Any one of
these could have a material adverse effect on the Company. Furthermore, there
can be no assurance that necessary licenses would be available to the Company
on satisfactory terms, if at all. Accordingly, adverse determinations in a
judicial or administrative proceeding or failure to obtain necessary licenses
could prevent the Company from manufacturing and selling certain of its
products, which would have a material adverse effect on the Company's
business, financial condition and results of operations. See "Business--Legal
Proceedings."
UNCERTAINTY OF DOMESTIC AND FOREIGN REGULATORY APPROVALS
The Company's products are subject to extensive regulation in the United
States by the federal Food and Drug Administration (the "FDA") and, in some
jurisdictions, by state authorities. In particular, in order for the Company
to market its products for clinical use in the United States, the Company must
obtain clearance from the FDA of a Section 510(k) Premarket Notification (a
"510(k)") or approval of a more extensive submission known as a Premarket
Approval ("PMA") application. With the exception of certain exempt devices,
all new products of the Company intended for implantation will be subject to
some form of FDA premarket clearance or approval. There can be no assurance
that the FDA will act favorably or quickly in its review of the Company's
510(k) or PMA submissions, or that significant difficulties and costs will not
be encountered by the Company in its efforts to obtain FDA clearance, all of
which could delay or preclude the Company from selling certain new products in
the United States. Furthermore, there can be no assurance that the FDA will
not request additional
10
<PAGE>
data, require that the Company conduct additional tests or compile additional
data in support of a 510(k) submission or, instead of accepting a 510(k)
submission, require the Company to conduct a full clinical study to support a
PMA application. Any of these would cause the Company to incur further cost
and delay. There can be no assurance that the Company will be able to meet the
requirements to obtain 510(k) clearance or PMA approval or that any necessary
clearances or approvals will be granted by the FDA. In addition, there can be
no assurance that the FDA will not place significant limitations upon the
intended use of the Company's products as a condition to a 510(k) clearance or
PMA approval. Product approvals by the FDA can also be withdrawn due to
failure to comply with regulatory requirements or the occurrence of unforeseen
problems following initial approval. Failure to receive, or delays in receipt
of, FDA clearances or approvals, including the need to conduct clinical trials
or compile additional data as a prerequisite to clearance or approval, or any
FDA limitations on the intended use of the Company's products, or withdrawal
of any approval of any of the Company's existing or future products, could
have a material adverse effect on the Company's business, financial condition
and results of operations.
The Company is also subject to regulations in many of the foreign countries
in which it sells its products in the areas of product standards, packaging
requirements, labeling requirements, import restrictions, tariff regulations,
duties and tax requirements. In addition, the national health or social
security organizations in certain countries require the Company's products to
be qualified before they can be marketed in those countries. Failure to
receive, or delays in the receipt of, relevant foreign qualifications could
also have a material adverse effect on the Company's business, financial
condition and results of operations.
See "Business--Government Regulation."
DEPENDENCE UPON KEY PERSONNEL
The Company's continued success depends, in part, upon key managerial,
scientific and technical personnel, as well as the Company's ability to
continue to attract and retain additional highly qualified personnel. The
Company competes for such personnel with other companies, academic
institutions, government entities and other organizations. There can be no
assurance that the Company will be successful in retaining its current
personnel or in hiring or retaining qualified personnel in the future. Loss of
key personnel or the inability to hire or retain qualified personnel in the
future could have a material adverse effect on the Company's business,
financial condition and results of operations. See "Management."
DEPENDENCE ON SURGEON CHAMPIONS AND SALES ASSOCIATES
The Company's marketing success depends to a significant extent on the use
by, and study of, certain of the Company's key products by surgeons with
national and in many cases international reputations in a particular area of
orthopedic surgery or neurosurgery. The failure of the Company's leading
products to retain the support of such surgeons, or the failure of new
products of the Company to secure and retain similar support from leading
surgeons, could have a material adverse effect on the Company's business,
financial condition and results of operations. The Company's marketing success
in the United States also depends largely upon marketing arrangements with
independent sales associates, who are managed by a Company employee (a
"Territory Sales Manager") or by an independent agent. The Company's success
depends upon its sales associates' sales and service expertise and
relationships with the customers in the marketplace. The failure by the
Company to attract and retain skilled sales associates could also have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Business--Marketing and Sales."
CONTROL BY AND RELATIONSHIP WITH CORANGE
Upon completion of the Offering, Corange and three indirect wholly-owned
subsidiaries of Corange, Corange International Limited, Corange International
Holdings B.V. and Pharminvest S.A. (collectively, the "Corange Stockholders"),
will own approximately 84.8% of the outstanding Common Stock of the Company
(or 83.0% if the Underwriters' over-allotment option is exercised in full). As
a result, the Corange Stockholders will have sufficient voting power to elect
the entire Board of Directors of the Company, to control the direction and
policies of the Company, including dividends, acquisitions, mergers and
consolidations, and to prevent or cause a change in control of the Company.
See "Principal Stockholders."
11
<PAGE>
Corange is party to a Note Purchase Deed dated December 22, 1993, as amended
(the "Debt Facility"). The Debt Facility, which is unsecured, requires Corange
to retain direct or indirect ownership of at least 65% of the Company's voting
stock. The Debt Facility contains covenants which limit aggregate borrowings
by all entities within the Corange group, absent a consent from the lenders
under the facility. All borrowings by Corange and its direct and indirect
subsidiaries, including the Boehringer Mannheim companies and the DePuy
companies, would be aggregated for purposes of determining whether such
aggregate limit on borrowings has been exceeded. Should the Company require
additional financing in the future, whether in connection with financing
acquisitions, capital expenditures, working capital or otherwise, the
Company's ability to borrow could be constrained, absent a consent by the
lenders, by the covenants in the Debt Facility; in addition, should the
Company wish to acquire any entity which has significant debt, the Company's
ability to consummate such transaction could also be constrained, absent a
consent by the lenders, by the covenants in the Debt Facility. The notes
issued under the Debt Facility have varying maturity dates, ranging from the
year 2003 to the year 2008. Corange may repay such notes at any time, subject
to certain conditions. The covenants contained in the Debt Facility will
continue to apply as long as any notes remain outstanding under the Debt
Facility. See "Certain Transactions."
MANAGEMENT DISCRETION OVER PROCEEDS OF THE OFFERING
The Company anticipates that, provided suitable acquisition opportunities
can be identified, the net proceeds to the Company from the Offering will be
used primarily to finance the expansion of the Company's business through
acquisitions, although there can be no assurance that the Company will be able
to locate, negotiate and close any acquisition. However, the Company's Board
of Directors, should it deem such use of proceeds appropriate, has the
discretion to apply the proceeds for the financing of joint ventures and
strategic alliances, for general corporate purposes, including construction or
improvement of facilities or the purchase of machinery or equipment, for the
funding of general working capital needs. No specific alternate uses of the
proceeds are currently under consideration by the Company. See "Use of
Proceeds."
ABSENCE OF PRIOR PUBLIC TRADING MARKET; POSSIBLE VOLATILITY OF STOCK PRICE
Prior to the Offering, there has been no public market for the Common Stock.
Although the Common Stock has been approved for listing on the New York Stock
Exchange (subject to official notice of issuance), there can be no assurance
that an active trading market will develop or be sustained after the Offering,
or that purchasers of Common Stock will be able to resell their Common Stock
at prices equal to or greater than the initial public offering price.
The initial public offering price will be determined by negotiations among the
Company, the Selling Stockholder and the Underwriters and may not be
indicative of the prices that may prevail in the public market. Furthermore,
the market price of the Common Stock may be volatile. Factors such as
announcements of fluctuations in the Company's or its competitors' operating
results, changes in government regulations or health care policies and market
conditions in general could have a significant impact on the future price of
the Common Stock. In particular, with the current uncertainty about health
care policy, reimbursement and coverage in the United States, there has
recently been significant volatility in the market price and trading volume of
securities of medical device and other health care companies unrelated to the
performance of such companies. See "Underwriting."
DILUTION
The offering price is substantially higher than the net tangible book value
per share of Common Stock. Accordingly, investors participating in the
Offering will incur immediate and substantial dilution in the amount of $13.77
per share, assuming a public offering price of $17.50 per share (the mid-point
of the price range). See "Dilution."
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial numbers of shares of Common Stock in the public market
after this Offering could adversely affect the market price of the Common
Stock. Of the 97,780,000 shares of Common Stock outstanding upon completion of
the Offering, approximately 14,780,000 shares will be freely tradeable without
restriction
12
<PAGE>
under the Securities Act of 1933, as amended (the "Securities Act"), except
for any such shares which may be acquired by an "affiliate" of the Company.
The remaining 83,000,000 issued and outstanding shares will be held by the
Corange Stockholders. The Company and the Corange Stockholders have agreed not
to offer or sell any shares of Common Stock (other than, in the case of the
Company, in connection with the exercise of any option or the conversion of
phantom stock units issued under the Company's incentive plan or the issue of
options or the issue or purchase of Common Stock in connection with the
Company's employee stock option/purchase plan and, in the case of the Corange
Stockholders, in connection with transfers to other direct or indirect
subsidiaries of Corange, provided that such transferees will be subject to
such sale restrictions) for a period of 180 days after the date of this
Prospectus without the prior written consent of Morgan Stanley & Co.
Incorporated. No prediction can be made as to the effect, if any, future sales
of Common Stock, or the availability of such shares for future sale, will have
on the market price of the Common Stock prevailing from time to time.
Nevertheless, sales of substantial amounts of such shares in the public
market, or the perception that such sales may occur, could adversely affect
the then prevailing market prices for the Common Stock and could impair the
Company's future ability to raise capital through an offering of its equity
securities. See "Shares Eligible for Future Sale."
CERTAIN ANTI-TAKEOVER EFFECTS OF CHARTER AND BY-LAW PROVISIONS
Certain provisions of the Company's Certificate of Incorporation and by-laws
may have the effect of making it more difficult for a third party to acquire,
or of discouraging a third party from attempting to acquire, control of the
Company. Certain of these provisions allow the Company to issue Preferred
Stock without any vote or further action by the stockholders, limit the
ability of stockholders to call a special meeting of stockholders, require
advance notice for director nominations by stockholders and submission of
other proposals for consideration at stockholder meetings and provide for a
classified Board of Directors. Certain provisions of Delaware law, including
Section 203 of the Delaware General Corporation Law (the "DGCL"), could have
similar effects. The possible issuance of Preferred Stock, the limits placed
on the ability of stockholders to call a meeting at which directors could be
replaced, the advance notice requirements for director nominations and
stockholder proposals, the length of time required to replace sufficient
members of a classified Board of Directors to take control of the Company and
the provisions of Delaware law could have the effect of delaying, deferring or
preventing a change in control of the Company, including without limitation,
discouraging a proxy contest or making more difficult the acquisition of a
substantial block of the Company's Common Stock. These provisions could
inhibit certain investors from acquiring shares of the Company's Common Stock
and could also limit the price that investors might be willing to pay for
shares of the Company's Common Stock. See "Description of Capital Stock."
13
<PAGE>
USE OF PROCEEDS
The net proceeds to the Company from the sale of the shares of Common Stock
offered by the Company are estimated to be $126.9 million (approximately
$163.7 million if the Underwriters exercise the over-allotment option in full)
assuming an initial public offering price of $17.50 per share (the mid-point
of the price range) and after deducting underwriting discounts and commissions
and offering expenses payable by the Company. The Company continually
evaluates potential acquisitions and anticipates that, provided suitable
acquisition opportunities can be identified, the net proceeds to the Company
from the Offering will be used primarily to finance the expansion of the
Company's business through acquisitions. In evaluating potential acquisition
candidates, the Company focuses principally on potential acquisitions which
would allow the Company to expand in geographical areas in which it has a
limited presence and in product areas complementary to its core product lines.
Prior to the Offering, the Company terminated all ongoing discussions with
potential acquisition candidates and, although the Company anticipates it will
reinstate discussions with certain such candidates following the Offering,
there can be no assurance that the Company will be able to negotiate and close
any acquisition or that the Company will be able to locate, negotiate and
close any alternative acquisitions. See "Risk Factors--Growth by Acquisition."
Pending any use of the Company's proceeds from the Offering in connection with
any acquisition, it is the Company's intention to invest the proceeds in
short-term, investment grade obligations. The Company may, should the Board of
Directors deem such use of some or all of the proceeds appropriate, apply the
proceeds for the financing of joint ventures and strategic alliances, for
general corporate purposes, including construction or improvement of
facilities or the purchase of machinery or equipment, or for the funding of
general working capital needs. However, no specific alternate uses of the
proceeds are currently under consideration by the Company.
The Company will not receive any proceeds from the sale of shares of Common
Stock by the Selling Stockholder. See "Principal Stockholders."
DIVIDEND POLICY
The Company anticipates that it will pay dividends on a quarterly basis,
provided that funds are legally available therefor. Any declaration and
payment of dividends will be subject to the discretion of the Board of
Directors of the Company, based on the Board's determination of the financial
condition, results of operations and cash requirements of the Company.
14
<PAGE>
DILUTION
After giving effect to the Reorganization, the net tangible book value of
the Company at June 30, 1996 would have been approximately $237.5 million, or
$2.64 per share. Net tangible book value per share represents the amount of
the Company's net worth (net tangible assets less its total liabilities),
divided by the number of shares of Common Stock outstanding. After giving
effect to the Offering and the use of proceeds therefrom at an assumed initial
public offering price of $17.50 per share (the mid-point of the price range),
and after deducting estimated offering expenses and underwriting discounts and
commissions, the pro forma net tangible book value of the Common Stock as of
June 30, 1996 would have been approximately $364.4 million, or $3.73 per share
of Common Stock. This represents an immediate dilution of $13.77 per share to
new investors purchasing shares in the Offering.
The following table illustrates the per share dilution as of June 30, 1996:
<TABLE>
<S> <C> <C>
Assumed initial public offering price.......................... $17.50
Net tangible book value per share as of June 30, 1996.......... 2.64
Increase in net tangible book value per share attributable to
new investors................................................. 1.09
----
Pro forma net tangible book value per share after the Offer-
ing........................................................... 3.73
------
Dilution per share to new investors............................ $13.77
======
</TABLE>
The above computations assume no exercise of outstanding options. As of the
date hereof, the Company has granted options, effective as of the date of the
Offering, to purchase 1,274,250 shares of Common Stock at a weighted average
exercise price of $17.50 per share. To the extent all outstanding options are
exercised, there would be dilution of $13.60 per share to new investors.
15
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of the Company at June 30,
1996 on an actual and as adjusted combined basis to give effect to the sale of
the 7,780,000 shares of Common Stock offered hereby by the Company (assuming
that the Underwriters' over-allotment option is not exercised), at an assumed
initial public offering price of $17.50 per share (the mid-point of the price
range) net of estimated offering expenses and underwriting discounts and
commissions. See "Use of Proceeds." This information should be read in
conjunction with the Combined Financial Statements and the Notes thereto
appearing elsewhere in this Prospectus.
<TABLE>
<CAPTION>
AT JUNE 30, 1996
------------------
ACTUAL AS ADJUSTED
------ -----------
(IN MILLIONS)
<S> <C> <C>
Short-term debt............................................. $ 39.2 $ 39.2
====== ======
Long-term debt.............................................. $ 32.1 $ 32.1
Shareholder's equity:
Shareholder's net investment.............................. 461.0 --
Preferred stock, $1.00 par value; 10,000,000 shares
authorized and none issued and outstanding, as adjusted.. -- --
Common stock $.01 par value; 130,000,000 shares
authorized, no shares issued and outstanding; 97,780,000
shares issued and outstanding, as adjusted............... -- 1.0
Additional paid-in capital.................................. -- 586.9
------ ------
Total shareholder's net investment...................... 461.0 587.9
------ ------
Total capitalization.................................... $493.1 $620.0
====== ======
</TABLE>
16
<PAGE>
PRE-OFFERING REORGANIZATION
Founded in 1895, DePuy is the world's oldest manufacturer of orthopedic
devices. DePuy was sold to a group of private investors in 1965 who in turn
sold the company to Bio-Dynamics, Inc. in 1968. In 1974, Boehringer Mannheim,
a leading European pharmaceutical, chemical and diagnostic company, purchased
Bio-Dynamics, Inc. and, with it, DePuy. In 1985, Corange was formed in Bermuda
as a holding company for the Boehringer Mannheim and DePuy businesses.
A reorganization of the DePuy business prior to the Offering involved the
following steps:
1. Various actions were taken to consolidate the worldwide operations of
DePuy under Corange U.S. Holdings Inc., an Indiana corporation ("CUSHI"), a
direct subsidiary of Pharminvest S.A. ("Pharminvest") and an indirect wholly-
owned subsidiary of Corange. Prior to the reorganization, only the U.S.
companies within the DePuy group (including DePuy Orthopaedics, Inc., DePuy
ACE and DePuy OrthoTech), as well as Boehringer Mannheim Corporation ("BMC"),
were direct or indirect subsidiaries of CUSHI. Pursuant to the consolidation
of the worldwide operations of DePuy under CUSHI, DePuy International (DePuy's
major manufacturing facility outside the U.S.) and DePuy's network of non-U.S.
distribution subsidiaries (or, in certain cases, the assets of such
subsidiary) were transferred to CUSHI. Specifically, the consolidation
involved:
(i) The transfer to CUSHI by Corange International Holdings B.V., a
Netherlands corporation ("CIHBV") and an indirect wholly-owned subsidiary
of Corange, of its shareholding in certain offshore DePuy distribution
subsidiaries (located in France, Germany, Italy, Switzerland, Austria,
Spain, Sweden, Japan, Korea, Singapore, New Zealand, the Czech Republic and
Hungary), in exchange for the issuance to CIHBV of common stock of CUSHI.
(ii) The transfer to CUSHI by Corange of the 60.7% of the shares of
Corange U.K. Holdings Limited ("Corange U.K.") not already held
beneficially by a subsidiary of CUSHI; Corange U.K. owns 100% of the shares
of DePuy International.
(iii) The transfer to CUSHI by Corange International Limited ("CIL"), an
indirect wholly-owned subsidiary of Corange, of its shareholding in certain
offshore distribution subsidiaries (located in Taiwan and Argentina), in
exchange for the issuance to CIL of common stock of CUSHI.
(iv) The transfer by Farmaceuticas Lakeside SA de CV ("Lakeside"), the
Mexican distribution subsidiary of Corange affiliated with the Boehringer
Mannheim business of the Corange group, of such of its assets as are
related to the DePuy business to a newly-created subsidiary of CUSHI.
As a result of such transfers, prior to the Offering, all 90,000,000
outstanding shares of Common Stock of the Company will be owned by Corange and
three indirect wholly-owned subsidiaries of Corange: CIL, CIHBV and
Pharminvest. See "Principal Stockholders."
2. BMC, previously a wholly-owned subsidiary of CUSHI, was transferred out
of the CUSHI consolidated group by means of a sale to Pharminvest by CUSHI of
all of the outstanding shares of BMC. Pharminvest cancelled outstanding
indebtedness of CUSHI to Pharminvest in the amount of $496.9 million and made
a cash payment to CUSHI in the amount of $43.1 million, a portion of such
aggregate amount constituting payment to CUSHI for the BMC stock at its
appraised fair market value, with the remaining portion being a capital
contribution to CUSHI and (to a nominal extent) additional debt extended to
CUSHI. See "Certain Transactions."
3. In order to reincorporate CUSHI in Delaware, on September 30, 1996 CUSHI
was merged downstream into the Company, with the Company as the surviving
company in such merger. The Company was organized in Delaware on July 26, 1996
as a wholly-owned subsidiary of CUSHI for purposes of becoming a holding
company worldwide for the DePuy group after the Offering.
17
<PAGE>
At or prior to the consummation of the Offering, the Company will enter into
a tax allocation and indemnity agreement with Corange and BMC which, among
other things, will require Corange and BMC to indemnify the Company with
respect to tax liabilities of the Corange group for periods prior to the
consummation of the Offering (except for tax liabilities of the Company and
other DePuy group entities), and will require Corange to indemnify the Company
with respect to tax liabilities arising as a result of the pre-offering
reorganization of the DePuy group. Under this agreement, the Company generally
will be responsible for taxes imposed on the Company and other DePuy group
entities in cases where separate tax returns have been, or will be, filed and
for the Company's allocable share of tax liabilities in cases where
consolidated, combined or unitary tax returns have been, or will be, filed
with the Corange group (except for tax liabilities arising as a result of the
DePuy group pre-offering reorganization, which are subject to indemnification
by Corange, as discussed above). The agreement would provide Corange and BMC
with certain rights with respect to the filing of tax returns and, generally,
the right to control tax contests which involve, in whole or in part, taxes
for which Corange and BMC are obligated to indemnify the Company.
18
<PAGE>
SELECTED COMBINED FINANCIAL DATA
The following selected historical financial data as of and for the three
years ended December 31, 1995 are derived from combined financial statements
of the Company which have been audited by Price Waterhouse LLP, independent
accountants. Combined balance sheets at December 31, 1994 and 1995 and the
related combined statements of income and of cash flows for the three years
ended December 31, 1995 and notes thereto appear elsewhere in the Prospectus.
The selected combined financial data as of and for the years ended December
31, 1991 and 1992 are derived from unaudited financial statements prepared on
the same basis as the audited financial statements. Financial data as of June
30, 1996 and for the six months ended June 30, 1995 and 1996 were prepared on
the same basis as the audited financial statements, are unaudited and, in the
opinion of management, include all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of such data. The
results of operations for the six months ended June 30, 1996 are not
necessarily indicative of the results to be expected for the entire year. The
following table should be read in conjunction with the Company's Combined
Financial Statements, the notes thereto and "Management's Discussion and
Analysis of Financial Condition and Results of Operations", which are included
elsewhere herein.
<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
------------------------------------ --------------
1991 1992 1993 1994(1) 1995 1995 1996(1)
------ ------ ------ ------- ------ ------ -------
(IN MILLIONS, EXCEPT PER
SHARE AND OTHER DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales................. $339.9 $419.9 $466.7 $551.8 $636.6 $323.3 $349.0
Cost of sales............. 114.4 148.6 151.9 173.0 200.2 104.9 106.5
------ ------ ------ ------ ------ ------ ------
Gross profit............ 225.5 271.3 314.8 378.8 436.4 218.4 242.5
------ ------ ------ ------ ------ ------ ------
Selling, general and
administrative expenses.. 116.9 144.8 157.8 195.0 230.6 111.5 128.2
Research and development
expenses................. 12.6 13.8 17.4 18.6 21.3 10.5 10.0
Goodwill amortization..... 10.3 10.7 10.0 14.1 14.2 7.2 6.6
------ ------ ------ ------ ------ ------ ------
Operating income........ 85.7 102.0 129.6 151.1 170.3 89.2 97.7
------ ------ ------ ------ ------ ------ ------
Interest expense and
other, net............... 3.4 4.6 2.7 1.6 5.6 1.3 1.9
Provisions for income
taxes.................... 35.3 40.5 57.0 65.8 72.7 38.0 41.4
Equity in earnings (loss)
of uncombined affiliate.. (0.6) 1.0 2.3 3.1 2.9 1.6 1.2
Cumulative effect of
accounting change(2)..... -- 3.8 -- -- -- -- --
------ ------ ------ ------ ------ ------ ------
Net income.............. $ 46.4 $ 54.1 $ 72.2 $ 86.8 $ 94.9 $ 51.5 $ 55.6
====== ====== ====== ====== ====== ====== ======
Pro forma net income per
share.................... $ 1.05 $ .62
====== ======
Pro forma weighted average
number of shares
outstanding.............. 90,000,000 90,000,000
========== ==========
</TABLE>
<TABLE>
<CAPTION>
AT DECEMBER 31,
---------------------------------- AT JUNE 30,
1991 1992 1993 1994 1995 1996
------ ------ ------ ------ ------ -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital................. $ 62.5 $ 74.7 $ 99.3 $150.9 $176.8 $195.4
Total assets.................... $360.4 $356.7 $386.0 $567.5 $623.3 $692.6
Total noncurrent liabilities.... $ 8.3 $ 16.2 $ 22.7 $ 68.4 $ 73.5 $ 56.8
Shareholder's net investment.... $ 51.2 $ 33.4 $247.8 $357.1 $378.1 $461.1
OTHER DATA:
Full-time employee
equivalents.................. 1,768 2,157 2,298 2,775
</TABLE>
- --------
(1) Financial results include the effects of acquisitions as outlined in Notes
1 and 14 of the Notes to Combined Financial Statements.
(2) Charge for adopting Financial Accounting Standard No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions."
19
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OVERVIEW
The following discussion and analysis of the Company's results of operations
and financial condition should be read in conjunction with the Combined
Financial Statements of the Company and notes thereto contained elsewhere in
this Prospectus.
Prior to the Offering, the DePuy business was operated as the orthopedic
division of Corange, and those entities within the Corange group which were
engaged (or partly engaged) in the DePuy business were held by a number of
different entities in the Corange group. As a result of a pre-offering
reorganization, (i) the non-U.S. entities (or, in certain cases, the assets
thereof) which were involved in the DePuy business were transferred into the
Company's U.S. consolidated group, (ii) BMC, the U.S. operating subsidiary of
the Boehringer Mannheim companies (which are under common control with the
DePuy companies), was transferred outside the Company's U.S. consolidated
group, and (iii) the Company was reincorporated in Delaware. See "Pre-Offering
Reorganization." None of the transfers or exchanges made pursuant to the pre-
offering reorganization involved outside minority shareholders. Accordingly,
all transfers and exchanges will be accounted for on a predecessor basis.
Prior to the reorganization, the Company's cash flow in the U.S. was pooled
with that of Corange's other U.S. operations. In addition, services such as
tax, treasury and insurance were provided by Corange, and the Company was
charged for such services on an allocated cost basis. Following the Offering,
the Company will function on a stand-alone basis, but will continue to have
certain ongoing relationships, on an arms-length basis, with Corange and the
Boehringer Mannheim companies. See "Certain Transactions." In addition, the
Company expects that its selling, general and administrative expense would
increase to reflect the fact of it being a public company.
During the past three years, the Company has invested heavily in
restructuring and upgrading its sales infrastructure in the U.S. and abroad.
See "Business--Marketing and Sales." This has resulted, in the short-term, in
increases in selling, general and administrative expense, as a percentage of
sales, despite the concurrent introduction of significant operating and
administrative efficiencies. These increases reflect, among other things, (i)
the cost of strengthening the U.S. sales force infrastructure, particularly
with respect to the spinal implant business; (ii) the cost of establishing
additional local distribution subsidiaries abroad; and (iii) the cost of
providing to hospitals and other health care providers, without charge,
surgical instrumentation sets compatible with the Company's implants, whereas
previously the cost of such instrumentation was borne in full or in part by
the health care provider or by the Company's independent sales agents and
sales associates. Increases in the Company's selling, general and
administrative expenses also strongly reflect, beginning in late 1995, costs
relating to the assumption by the Company of the management of territorial
sales offices in the U.S. (which began in mid-1994), which required the
Company to assume costs that had previously been borne by independent sales
agents and certain attendant costs: buy-out costs in connection with the
termination of certain sales agents; salaries paid to new personnel in advance
of their establishment of a customer base; and the cost of supplying surgical
instrumentation sets to such offices, the cost of which had previously been
borne by the independent sales agents.
The orthopedic industry is experiencing a period of significant transition
as a result of health care reform. While cost containment issues have existed
for several years outside of the United States, these are relatively recent
phenomena in the U.S. orthopedic market. Trends in the U.S. market, which have
had an impact on the Company, include the increased movement toward the
provision of health care through managed care, significant emphasis on cost
control and related pressures.
The advent of managed care in the orthopedic products industry has meant
greater attention to tradeoffs of patient need and product cost, so-called
demand matching, where patients are evaluated as to their age, need for
mobility, and other parameters, and are then matched with a replacement
product that is cost effective in light of such evaluation. This has led
(particularly from mid-1995 onward) to an increase in unit sales of lower-
priced,
20
<PAGE>
cemented products, sales of which constitute an increasing share of the
Company's overall unit growth. Such shift in product mix has and is expected
to continue to have an impact on the Company's sales with respect to hip
replacement systems and, to a lesser extent, knee replacement systems.
The main customers for orthopedic products are hospitals and clinics. Prior
to the emergence of managed care and its focus on the control of rising health
care costs, the surgeon had the main decision-making power with respect to
which orthopedic device to use. As a result of health care reform, the U.S.
health care industry has seen a rapid expansion of managed care at the expense
of traditional private insurance, the advent of hospital buying groups,
national purchasing contracts and various bidding procedures imposed by
hospitals or buying groups. These buying groups often enter into extensive
preferred supplier arrangements with one or more manufacturers of orthopedic
or other medical products in return for price discounts. The Company, in
responding to the phenomena of health care reform and the pressures of managed
care, has entered into agreements with selected buying groups such as
Columbia/HCA involving discounted pricing. The effect of this has been to
reduce the per unit margins for products sold to such groups, which reduction
is beginning to be offset by higher levels of product sales and increased
market share.
The Company's growth in recent years has been achieved, in part, by means of
acquisitions. Principally through several acquisitions, the Company has
substantially increased its revenue base, diversified its product offerings,
increased its market share in reconstructive devices and expanded its
geographical markets. In 1993, the Company entered into the spinal implant
market through the formation of a joint venture with Biedermann Motech GmbH.
In 1994, the Company expanded its position in the trauma device market through
the acquisition of DePuy ACE. Also in 1994, DePuy International acquired CMW,
a bone cement manufacturer. The 1996 acquisition of DePuy OrthoTech expanded
the Company's position in the sports medicine device market. In addition to
its expansion in product markets, the Company has also expanded its
geographical markets. Beginning in 1988 and continuing in the present, the
Company has implemented a plan to establish a separate, Company-owned
distribution subsidiary in each major market or potential major market.
Management is continuing to pursue its acquisition strategy and believes the
opportunity to pursue acquisitions and strategic alliances will allow the
Company to continue to expand its revenue base and further improve its market
share and breadth of product offerings.
For the full year 1995, 45% of the Company's sales were outside of the
United States. To manage the foreign exchange risk associated with the
operations outside of the United States, the Company's subsidiaries have, and
will for the immediate future enter into, foreign currency exchange contracts
with Corange to reduce exposure to exchange rate movements. Such contracts are
negotiated on an annual calendar year basis in June of each year. Realized
foreign currency gains and losses are recognized when incurred.
The Company has entered into arrangements with certain of its consultants
and former sales representatives whereby they are to receive future cash
payments as compensation for services to be rendered to the Company. The
Company is currently evaluating a plan to make one or more registered
offerings, as soon as administratively practicable after the Offering made
hereby, which would provide such consultants and/or sales representatives the
opportunity to receive stock options to purchase shares of the Company's
Common Stock, such options to be exercisable at the initial public offering
price, in lieu of the cash payments which would be payable to such persons by
the Company. In addition, the Company is considering a proposal whereby it
would offer to prepay the discounted cash value of some or all of the payments
which would be payable to such former sales representatives. There can be no
assurance that any such offers will be accepted or, if any are, how many will
be accepted and what would be the aggregate of the value of the options issued
and the amount of the prepayments made to persons accepting such offers. With
respect to any such offers which are accepted, the Company would recognize an
expense, in the fourth quarter of 1996, in respect of such aggregate of the
value of the options issued and the amounts of the prepayments made to such
persons, but would avoid expenses in future periods in respect of the cash
payments which would have been made to such consultants. The Company intends
to limit the aggregate of the value of any options so issued and the amount of
any such prepayments, so that the maximum expense, if any, recognized in the
fourth quarter of 1996 would not exceed $15 million.
21
<PAGE>
The following table summarizes the selected financial information expressed
as a percentage of net sales and the change from year to year:
<TABLE>
<CAPTION>
PERCENTAGE OF NET SALES PERCENTAGE CHANGE
------------------------------------------ ---------------------------
SIX MONTHS
ENDED JUNE
YEARS ENDED DECEMBER 31, 30, 1994 1995 JUNE 30, 1996
---------------------------- ------------ VS. VS. VS.
1993 1994 1995 1995 1996 1993 1994 JUNE 30, 1995
-------- -------- -------- ----- ----- ----- ----- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales............... 100.0% 100.0% 100.0% 100.0% 100.0% 18.2% 15.4% 8.0%
Cost of sales........... 32.6 31.3 31.4 32.4 30.5 13.8 15.7 1.6
-------- -------- -------- ----- -----
Gross profit.......... 67.4 68.7 68.6 67.6 69.5 20.4 15.2 11.0
-------- -------- -------- ----- -----
Selling, general and
administrative
expenses............... 33.8 35.4 36.2 34.5 36.7 23.6 18.2 15.0
Research and development
expenses............... 3.7 3.4 3.4 3.3 2.9 7.3 14.6 (4.8)
Goodwill amortization... 2.1 2.5 2.2 2.2 1.9 40.2 .8 (8.4)
-------- -------- -------- ----- -----
Operating income...... 27.8 27.4 26.8 27.6 28.0 16.6 12.7 9.5
-------- -------- -------- ----- -----
Interest expense and
other (net)............ .6 .3 .9 .5 .6 (42.1) 246.2 39.0
-------- -------- -------- ----- -----
Income before taxes
and equity in
earnings of
uncombined
affiliate............ 27.2 27.1 25.9 27.1 27.4 17.8 10.2 9.0
-------- -------- -------- ----- -----
Provisions for income
taxes.................. 12.2 11.9 11.4 11.7 11.9 15.4 10.6 9.0
Equity in earnings of
uncombined affiliate... .5 .5 .4 .5 .4 32.0 (6.9) (22.5)
-------- -------- -------- ----- -----
Net Income............ 15.5% 15.7% 14.9% 15.9% 15.9% 20.3 9.3 8.1
======== ======== ======== ===== =====
</TABLE>
The following table summarizes the Company's operating results by quarter
for 1994, 1995 and the first two quarters of 1996:
<TABLE>
<CAPTION>
MARCH JUNE SEPT DECEMBER MARCH JUNE SEPT DECEMBER MARCH JUNE
------ ------ ------ -------- ------ ------ ------ -------- ------ ------
1994 1994 1994 1994 1995 1995 1995 1995 1996 1996
------ ------ ------ -------- ------ ------ ------ -------- ------ ------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales............... $129.9 $137.3 $136.0 $ 148.6 $161.1 $162.1 $148.4 $164.9 $173.1 $175.9
Cost of sales........... 43.9 43.8 44.5 40.7 52.6 52.2 46.9 48.4 53.4 53.1
Selling, general and
administrative
expenses............... 42.6 45.3 48.0 59.1 54.8 56.7 55.8 63.3 63.3 64.9
Research and development
expenses............... 4.5 5.1 4.9 4.1 5.2 5.3 5.4 5.4 5.0 5.0
Goodwill amortization... 3.0 3.7 3.7 3.7 3.4 3.8 3.6 3.4 3.1 3.5
------ ------ ------ ------- ------ ------ ------ ------ ------ ------
Operating income...... 35.9 39.4 34.9 41.0 45.1 44.1 36.7 44.4 48.3 49.4
------ ------ ------ ------- ------ ------ ------ ------ ------ ------
Interest expense and
other (net)............ .3 .5 .6 .2 .8 .5 .9 3.4 1.4 .6
Provisions for income
taxes.................. 15.7 17.1 15.1 17.9 18.8 19.2 16.1 18.6 20.2 21.1
Equity in earnings of
uncombined affiliate... .8 .8 .6 .8 .8 .8 .6 .7 .7 .5
------ ------ ------ ------- ------ ------ ------ ------ ------ ------
Net income............ $ 20.7 $ 22.6 $ 19.8 $ 23.7 $ 26.3 $ 25.2 $ 20.3 $ 23.1 $ 27.4 $ 28.2
====== ====== ====== ======= ====== ====== ====== ====== ====== ======
</TABLE>
22
<PAGE>
RECENT DEVELOPMENTS
The Company expects to report the following financial results for the
quarter and nine months ended September 30, 1996:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ ------------------------
PERCENTAGE PERCENTAGE
1995 1996 CHANGE 1995 1996 CHANGE
------ ------ ---------- ------ ------ ----------
(IN MILLIONS) (IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Net sales..................... $148.4 $167.3 12.7% $471.6 $516.3 9.5%
Operating income.............. 36.7 43.9 19.6 125.9 141.6 12.5
Net income.................... 20.3 24.0 18.2 71.8 79.6 10.9
</TABLE>
The acquisition of DePuy OrthoTech contributed approximately 3% of the net
sales growth in the third quarter. The remaining approximately 10% increase in
net sales was primarily due to continued penetration of the worldwide spinal
implant market and increased international sales in all product lines, offset
by the continued impact of lower average prices on reconstructive products in
the U.S. Operating income as a percentage of net sales for the quarter ended
September 30, 1996 increased to 26% compared to 25% during the same period in
1995 primarily due to improved gross margins resulting from manufacturing
efficiencies, cost controls and increased volume. The increased margins were
partially offset by higher selling, general and administrative expenses
related to the continued costs associated with converting the Company's U.S.
distribution structure from independent sales agents to Company-managed
territories.
RESULTS OF OPERATIONS
Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1995
Net sales were $349.0 million for the six months ended June 30, 1996,
representing an increase of $25.7 million, or 8%. Continued penetration of the
spinal implant market caused total sales to increase by 2%. The acquisition of
DePuy OrthoTech in March 1996 resulted in additional sales growth of 2%. The
effects of foreign exchange rates in 1996 compared with 1995 resulted in an
unfavorable impact on sales of 2%. The remaining 6% increase in sales related
to market growth in international markets, partially offset by the negative
impact of lower average prices in the U.S. resulting from managed care
contracts.
Increased volume of 9% was the primary component of the worldwide sales
improvement with net pricing changes having a 1% positive impact on sales
growth.
Sales to unaffiliated customers within the United States rose $7.5 million,
or approximately 4%. This growth was primarily attributable to the acquisition
of DePuy OrthoTech in March 1996 and to increased sales of spinal and shoulder
implants.
International sales to unaffiliated customers rose $18.2 million, or 14%.
This increase in sales was related to continued expansion in the European,
Asia/Pacific and South American regions. Sales in these areas grew by 10%, 6%
and 1%, respectively, during the six months ended June 30, 1996 (exclusive of
the effects of foreign exchange). The negative effect of foreign exchange
rates caused the increase in international sales to be 5% less than it
otherwise would have been during such six-month period.
The Company's gross profit for the six months ended June 30, 1996 was $242.5
million, or 69.5% of sales, as compared to 67.6% of sales for the prior six-
month period. This margin improvement resulted from increased sales of spinal
products and manufacturing efficiencies obtained through cost controls and
higher unit sales, the combined impact of which more than offset the negative
impact of lower average prices realized in the U.S.
Selling, general and administrative expense totaled $128.2 million for the
first six months of 1996, or 36.7% of sales, as compared to 34.5% realized in
the first half of the prior year. The primary reason for this increase as a
percent of sales was the cost associated with converting 75% of the Company's
U.S. distribution structure from
23
<PAGE>
independent sales agents to Company-managed territories under the
responsibility of Territory Sales Managers. As part of this conversion, the
Company incurred additional (in certain cases, one time) costs totalling $7.5
million, primarily related to new surgical instrumentation and additional
administration expenses incurred to set up the new territory offices. In
addition to these costs, the Company continued to invest in the development of
the U.S. sales infrastructure and in the expansion of its business in the
spinal and international markets.
Research and development expense decreased $.5 million during the first six
months of 1995 as compared to the same period in 1996, primarily as a result
of a modest decrease in such expenses and the timing of certain research
expenditures.
Goodwill amortization totaled $6.6 million for the first six months of the
year, representing an 8.4% decrease compared to the prior year. This decrease
primarily related to certain goodwill assets becoming fully amortized during
the third quarter of 1995.
The Company reported a 9% increase in operating income to $97.7 million for
the six months ended June 30, 1996, or 28.0% of sales, as compared to $89.2
million for the same period in 1995, or 27.6% of sales. The increase was
primarily attributable to improved gross margins, offset by additional
expenses incurred in selling, general and administrative expense and by the
negative impact of lower average prices in the U.S. resulting from managed
care contracts.
Interest expense was $3.4 million, representing a $.8 million increase over
the prior year. This higher expense primarily resulted from higher interest
expense related to additional indebtedness of approximately $7.0 million
incurred to fund the expansion of international operations in existing and new
subsidiaries.
The effective income tax rate was 43.2% in 1996 and 1995.
Year Ended December 31, 1995 Compared to Year Ended December 31, 1994
Net sales were $636.6 million for the year ended December 31, 1995,
representing an increase of $84.8 million, or 15%, compared with the prior
year. Continued penetration of the spinal implant market caused total sales to
increase by 3%. The inclusion for a full year of sales by CMW (acquired in
November 1994), and DePuy ACE (acquired in March 1994), resulted in additional
sales of 3%. The remaining 9% increase in sales related to the effects of
favorable exchange rates and market growth in both the international and U.S.
markets. Increased volume of 12% was the primary component of the worldwide
sales improvement. The effect thereon of net pricing changes was
insignificant. The effects of a weaker dollar in 1995 compared with 1994
resulted in a favorable impact on sales of 2%.
Sales to unaffiliated customers within the United States rose $18.4 million
or 5%. This growth was primarily attributable to increased sales of knee and
spinal implants and continued growth in the trauma market.
International sales to unaffiliated customers rose $66.4 million or 34%. The
CMW acquisition contributed 6% of this international growth and the positive
effect of foreign currency rates contributed an additional 7% increase.
Expansion in the European, Asia/Pacific and other regions, excluding the
effects of foreign exchange, caused sales to grow by 11%, 6% and 4%,
respectively, during 1995.
The Company's gross profit for 1995 was $436.4 million, or 68.6% of sales,
decreasing slightly compared to 68.7% of sales reported for the prior year.
Manufacturing efficiency improvements offset the negative impact of lower
average prices in the U.S. resulting from managed care contracts.
Selling, general and administrative expense totaled $230.6 million for the
year, or 36.2% of sales, as compared to 35.4% of sales in the prior year. This
increase was primarily the result of higher selling expense incurred as
efforts continued to strengthen the U.S. sales force infrastructure and
investments were made to grow the spinal implant business and to expand
international distribution. Increased investment in surgical instrumentation
sets provided to customers also produced higher selling expense during the
current year. See "Business--Marketing and Sales."
24
<PAGE>
Research and development expense increased 14.6% for the year, but remained
constant at 3.4% of sales. The Company continues to make investments in
technological advancements in order to remain competitive in the orthopedic
market and to provide its customers with the latest technology available.
Goodwill amortization totaled $14.2 million for the year, representing a 1%
increase over the prior year. This increase related primarily to the goodwill
recorded in conjunction with the acquisition of CMW in November 1994 and to
the full year amortization of goodwill relating to the acquisition of DePuy
ACE in March 1994, partially offset by certain goodwill assets becoming fully
amortized during the first half of 1995.
Operating income for the year was $170.3 million, or 26.8% of sales, a 13%
increase as compared to operating income of $151.1 million, or 27.4% of sales
in the prior year. The decrease in operating income as a percentage of sales
was primarily attributable to additional expenses incurred as the Company
continued to invest in the strengthening of the U.S. sales infrastructure, the
expansion of the international and spinal implant markets and the increased
cost of providing surgical instrument sets. The negative impact of managed
care cost constraints was also a contributing factor.
Interest expense was $6.5 million, representing a $4.2 million increase over
the prior year. This higher expense primarily resulted from interest related
to additional indebtedness of approximately $35.0 million incurred to fund the
CMW acquisition.
The effective income tax rate remained essentially constant, at 44.1% in
1995 compared to 44.0% in 1994.
Year Ended December 31, 1994 Compared to Year Ended December 31, 1993
DePuy reported net sales of $551.8 million for the year ended December 31,
1994, representing an increase of $85.0 million or 18%. The Company acquired
DePuy ACE in March 1994, resulting in a sales increase of $29.5 million
representing 6% of the total sales increase. Sales of spinal implants
increased $9.3 million in 1994, contributing 2% of the increased sales as
compared to 1993, reflecting the growth in this market which DePuy entered in
1993. The remaining 10% growth in sales related to U.S. and international
market growth and to a favorable impact from currency exchange rates.
Increased volume of 15% was the primary component of the worldwide sales
improvement. Net pricing changes were responsible for an increase of 2% and
the effects of a weaker dollar in 1994 compared with 1993 resulted in a
favorable impact on sales of 1%.
Sales to unaffiliated customers within the United States rose $51.9 million
or 17%. The majority of this increase was attributable to the DePuy ACE
acquisition which contributed $29.5 million to the United States sales.
Excluding DePuy ACE, sales rose by 7% as a result of increased market share in
both the hip and knee implant markets with record sales of the LCS, AMK and
Coordinate knee systems, and the Endurance and Stability hip systems.
International sales to unaffiliated customers increased $33.2 million
representing a 21% increase in sales as compared to 1993. The Asia/Pacific
region contributed 8% of this growth, realizing a 32% increase in sales as
compared to the prior year. The remaining 13% growth resulted primarily from
increased sales in European countries associated with a gain in market share.
The Company's gross profit for 1994 was $378.8 million, or 68.7% of sales as
compared to 67.4% for the prior year. This improvement was due to favorable
shifts in the sales mix of certain products and to manufacturing efficiencies
obtained through cost controls and higher unit volume sales.
Selling, general and administrative expense was $195.0 million for the year,
or 35.4% of sales, as compared to 33.8% in the prior year. This increase was
primarily the result of higher selling expenses incurred to strengthen the
U.S. sales force infrastructure, investments made to grow the spinal implant
business and to expand international distribution. Increased investment in
surgical instrumentation sets provided to customers also
25
<PAGE>
produced higher selling expense during 1994. See "Business--Marketing and
Sales." In addition, general and administrative expense increased slightly as
a percentage of sales due to the acquisition of DePuy ACE, which had
relatively higher general and administrative expense as a percentage of sales.
Research and development expense increased 7.3% for the year, but decreased
as a percentage of sales to 3.4% as compared to 3.7% for the prior year. This
decrease reflected the effect of sales growing at a proportionately higher
rate than research costs. The Company continues to make investments in
technological advancements in order to remain competitive in the orthopedic
market and to provide its customers with the latest technology available.
Goodwill amortization amounted to $14.1 million for the year, representing a
40% increase over the prior year. Substantially all of this increase related
to the goodwill recorded in connection with the acquisition of DePuy ACE in
March 1994.
The Company reported operating income of $151.1 million in 1994, or 27.4% of
sales, as compared to $129.6 million in 1993, or 27.8% of sales. This slight
decrease as a percentage of sales was primarily attributable to higher selling
expenses related to continued investment in the growth of the business.
The effective income tax rate decreased from 44.9% in 1993 to 44.0% in 1994,
primarily due to increased nondeductible goodwill and other miscellaneous
permanent differences.
LIQUIDITY AND CAPITAL RESOURCES
Cash generated from operations is the principal source of funding available
and provides adequate liquidity to meet the Company's operational needs. Cash
and cash equivalents totaled $44.7 million at June 30, 1996, compared with
$46.9 million at December 31, 1995.
Working capital at June 30, 1996, was $195.4 million, representing an $18.6
million increase from December 31, 1995. The annualized inventory turnover
ratio for the six months ended June 30, 1996 was 1.7, which was the same rate
experienced during the twelve months ended December 31, 1995. The annualized
accounts receivable turnover rate was 5.6 for the first six months of 1996,
decreasing slightly from 5.8 in 1995.
Operating activities generated $64.5 million in cash during the first six
months of 1996 as compared to $66.5 million of cash provided in the prior
year. The $2.0 million decrease resulted primarily from a higher investment in
inventories during the first six months of 1996 caused by changes in the
Company's method of distribution and higher investments in surgical
instrumentation sets offset by receipt of payment during the first six months
of 1996 of an affiliate receivable outstanding at December 31, 1995.
Cash flows used for investing activities totaled $65.0 million in the first
six months of 1996 including $45.9 million paid in consideration for the
acquisition of DePuy OrthoTech (net of cash received), capital expenditures of
$13.1 million and $6.0 million of deferred payments made in 1996 related to
the DePuy ACE and CMW acquisitions. In 1995, cash flows used for investing
activities of $23.8 million included deferred payments on previous
acquisitions of $17.5 million and $6.3 million for purchases of machinery and
equipment. The increase in capital expenditures from six-month period to six-
month period primarily was the result of items being deferred from the second
half of 1995 to the first half of 1996.
Cash flows used for financing activities were $.2 million in the first six
months of 1996 and included $35.0 million of advances received from CUSHI, an
affiliate, as part of the centralized cash management system described below,
used for the DePuy OrthoTech acquisition offset by a net decrease in debt of
$31.4 million and $3.8 million in dividends paid to another affiliate. During
the first six months of 1995, cash flows used by financing activities totaled
$39.3 million resulting from $29.1 million of advances to CUSHI, representing
advances under the cash management system described below, and a $10.2 million
decrease in debt.
26
<PAGE>
Prior to the Offering, the U.S. subsidiaries of DePuy participated in a
centralized cash management system with CUSHI. Cash generated by the Company
in the U.S. was advanced to CUSHI and classified as a reduction in
shareholder's net investment on the balance sheet. As of June 30, 1995 and
1996, these advances totaled $202.9 million and $220.6 million, respectively.
After the reorganization of the Company, the cash generated by the Company
will be maintained in its own accounts and will be available for use by the
Company. The Company has $60.5 million in principal amount in indebtedness to
affiliates in the Corange group, which indebtedness will remain outstanding
following the Offering, of which $29.3 million in principal amount of such
indebtedness is due in 1996. See "Certain Transactions." $6.1 million is in
the form of demand notes with no specified maturity dates. The Company does
not believe it has any present need for additional financing to fund existing
operations. If financing becomes necessary, the Company will pursue credit
facilities from commercial sources.
The Debt Facility limits aggregate borrowings by all entities of the Corange
group, including the Boehringer Mannheim companies and the DePuy companies,
and such covenants may limit the Company's ability to borrow money or to
acquire any entity which has significant indebtedness, unless Corange is able
to procure a waiver of such covenants from the lenders under the facility. See
"Certain Transactions."
The Company anticipates that it will pay dividends on a quarterly basis,
provided that funds are legally available therefor and subject to the
discretion of the Board of Directors. See "Dividend Policy." Capital
expenditures are expected to be approximately $22.0 million in 1996, primarily
consisting of purchases of machinery and equipment. In addition to these
funding requirements, the Company expects to continue to evaluate potential
acquisitions to expand its business.
The Company has historically been able to fund its capital and operating
needs through its cash flow from operations and expects to be able to continue
to do so through the end of its next full fiscal year and beyond. The Company
believes that the net proceeds from the Offering made hereby and its ability
to issue additional shares of Common Stock and to obtain credit lines,
together with its cash flow from operations, will provide it with the ability
to fund its acquisition strategy.
REGULATORY AND LEGAL MATTERS
DePuy and BMC jointly are insured for product liability through Bellago
Insurance Limited of Hamilton, Bermuda ("Bellago"), a wholly-owned subsidiary
of Corange, for $2.0 million per occurrence, $5.0 million per group of related
claims and $10.0 million in the aggregate annually. Claims in excess of these
stated limits are currently insured through joint policies with commercial
carriers. See "Certain Transactions." On an annual basis, the Company attempts
to obtain the optimal premium and the optimal coverage level. The Company has
not experienced any difficulty to date in obtaining insurance coverage and
does not anticipate any problems in the future.
The Company is subject to a number of lawsuits and claims during the normal
course of business. Management does not expect that resulting liabilities
beyond provisions already recorded will have a material adverse effect on the
Company's financial position, results of operations or cash flows. See
"Business--Legal Proceedings."
The Company is subject to the regulations of the Medical Device Amendments
of 1976 to the Food, Drug and Cosmetic Act and additional regulations
promulgated by the FDA. These regulations require adherence to certain safety
standards and ensure the quality and effectiveness of the medical devices
being manufactured. See "Business--Government Regulation."
27
<PAGE>
BUSINESS
THE COMPANY
DePuy, Inc. is one of the world's leading designers, manufacturers and
distributors of orthopedic devices and supplies. The Company's products are
used primarily by orthopedic medical specialists and, in the case of the
Company's spinal implants, neurosurgeons in both surgical and non-surgical
therapy to treat patients with musculoskeletal conditions resulting from
degenerative diseases, deformities, trauma and sports-related injuries. The
Company's products cover a broad range of orthopedic needs and include primary
and revision hip, primary and revision knee, shoulder, elbow, wrist and ankle
implants to reconstruct damaged joints; spinal implants to facilitate fusion
of elements of the spine and to correct deformities; trauma products to
reconstruct small and large bone fractures; and implants, instruments, knee
braces and other soft good supplies for the rehabilitation of sports-related
injuries. Additionally, the Company markets complementary products for the
operating room.
Founded in 1895 by Revra DePuy, DePuy is the world's oldest manufacturer of
orthopedic devices and, at various points in its history, employed the
founders of many of its present-day major competitors. DePuy was sold to a
group of private investors in 1965, who in turn sold the Company to Bio-
Dynamics, Inc. In 1974, Boehringer Mannheim, a leading European
pharmaceutical, chemical and diagnostic company, purchased Bio-Dynamics and,
with it, DePuy. In 1985, Corange was formed as a holding company for the
Boehringer Mannheim and DePuy businesses. The Company is currently wholly-
owned by Corange and certain wholly-owned subsidiaries of Corange.
INDUSTRY BACKGROUND
The orthopedic industry consists of reconstructive implants for joint
replacement, spinal implants, trauma products, arthroscopic and sports
medicine and soft goods products, bone cement and related products and
instruments.
The orthopedic product market is believed by the Company to have had
approximately $7.0 billion in 1995 sales worldwide, with U.S. sales
constituting approximately $3.9 billion of that total. The Company estimates
that reconstructive products accounted for approximately $3.1 billion of the
1995 worldwide orthopedic market, with the U.S. and international markets
split equally with approximately $1.5 billion each. The reconstructive
products market may further be divided into hip devices (with 1995 worldwide
sales of approximately $1.6 billion), knee devices (with 1995 worldwide sales
of approximately $1.4 billion), and extremities devices for shoulders, wrists,
elbows and ankles (with 1995 worldwide sales of approximately $80 million).
The Company believes that it is one of the leading manufacturers of
reconstructive products worldwide, having a worldwide market share of
approximately 15% in 1995 and the second leading manufacturer in the U.S.,
having approximately a 17% market share in 1995. With respect to hip products,
the Company believes that it is one of the three leading manufacturers
worldwide and one of the two leaders in the U.S., having market shares of
approximately 16% and 23%, respectively, in 1995. Within the knee market, the
Company believes it is the fourth leading manufacturer worldwide and in the
U.S., having market shares of approximately 13% and 12%, respectively, in
1995. The Company believes it is the leading manufacturer within the
extremities market, with an approximate 26% market share worldwide and 29%
market share in the U.S. in 1995. The spinal market, one of the fastest
growing segments in musculoskeletal surgery, is believed by the Company to
have had approximately $400 million in 1995 sales worldwide, with
approximately $200 million of such sales in the U.S. The Company believes
that, within this segment, it is the fourth leading manufacturer worldwide and
in the U.S. The Company estimates that the remaining 1995 worldwide markets
were as follows: approximately $980 million for trauma products used in the
internal and external fixation of fractures and approximately $790 million in
the arthroscopy, sports medicine and soft goods market.
Geographical concentration of the global orthopedic market remains high. The
United States represents approximately 56% of the worldwide market, and five
countries--the United States, the U.K., Germany, France and Japan--represent
approximately 80% of the worldwide market. The Company believes that these
markets are fairly mature and that higher growth may be expected in emerging
market countries. Within the mature
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<PAGE>
markets, growth will largely be due to the increase in the number of people
over age 65, an increasingly fitness-oriented population that has subjected
its joints to greater wear, improvement in implant technology, the development
of successful orthopedic procedures for more body parts such as the shoulder
and spine, and increased use of implants in younger patients. The population
over 65 years of age in these countries continues to grow, both in absolute
terms and as a percentage of the population, and the continuing aging of the
population increases the number of individuals whose joints will be subject to
failure. Further, the so-called "baby-boomer" generation is approaching the
age where arthritis and osteoporosis begin to require orthopedic products. By
2020, the U.S. Census Bureau predicts a 63% increase in the population over
age 65, from 35 million to 53 million. The same trends exist in Japan, Germany
and other highly developed countries. As this segment of the population
continues to age, an increasing demand for orthopedic products is anticipated.
Finally, some of the earlier generations of hip and knee implants have begun
to reach the end of their useful lives, resulting in an increased demand for
hip and knee revision surgeries. While an older population represents a strong
long-term market potential for the Company, an increasingly health-conscious,
athletic and physically active population will continue to build the market
for sports medicine and arthroscopy products as well as joint replacement
products.
Significant growth opportunities in the reconstructive product market over
the next decade should result from the emergence of strong economies in Asia,
such as Korea and Taiwan. These countries now have both the ability to pay for
advanced orthopedic procedures and increasingly aging populations. Joint
replacement surgeries are relatively new in these countries, and penetration
of these markets is comparatively lower than in the United States, Europe and
Japan. In addition, emerging market countries, including countries in South
America and Asia as well as countries in the former Eastern Bloc, are untapped
markets with respect to orthopedic procedures.
The main customers for orthopedic products are hospitals and clinics. Within
the U.S., health care reform and the emergence of managed care are changing
the dynamics of the health care industry. During the last few years, the major
third-party payors of hospital services--Medicare, Medicaid and commercial
health care insurers--have substantially revised their payment methodologies
to contain rising health care costs. The resulting and anticipated changes in
third-party reimbursement levels, and the overall escalating cost of medical
products and services, have placed increasing pressure on health care
providers (i.e., hospitals and clinics) to reduce the cost of such products
and services.
In response, health care providers have attempted to control costs by
authorizing fewer elective surgical procedures, requiring the use of less
expensive products and devices, instituting review committees to review buying
decisions and pressuring product manufacturers to lower prices. Traditionally,
the orthopedic surgeon had the main decision-making power with respect to
which orthopedic devices and supplies to use. The advent of hospital buying
groups, national purchasing contracts and various bidding procedures imposed
by hospitals or buying groups to increase buying power and encourage lower
prices have added to the number of people who make or influence the purchasing
decision. These trends have expanded the traditional customer base in the
orthopedic industry beyond the individual surgeon to include hospital
administrators, material management personnel, purchasing agents and review
committees. As hospitals and surgeons focus more on the economics of
orthopedic procedures, manufacturers are facing new dynamics in their
marketing practices, and in certain cases there has been a more conservative
use of higher priced implants.
The emergence of managed care is also increasing the importance of clinical
and patient satisfaction data. In a managed care environment, physicians and
hospitals rely more heavily for patient referrals on the relationships and
contracts they have with local third party payors and integrated health care
delivery networks. Payors and health care networks are demanding that surgeons
and health care facilities prove their status as suppliers of quality health
care. In order to prove their status, surgeons and health care facilities are
increasingly seeking documented clinical outcomes results, such as time to
failure/survival rates (the probability an implant is still functioning in
patients for a given period), and patient satisfaction data and are electing
to use products for which such data is available. Given the Company's high
survival rates for key products, compiled for the longest time periods
available in the orthopedic industry, and extensive experience in collecting
clinical data, the Company believes it is well positioned for this
environment. See "--Business Strategy."
29
<PAGE>
The Company believes that the dynamics of the orthopedic product market
require companies to: (i) offer broad based product lines, (ii) offer
technologically advanced devices, (iii) focus on the changes in the U.S.
health care industry, including managed care, (iv) expand into additional and
emerging geographical markets and (v) focus on developing new and innovative
products and materials. The Company believes it is well positioned to meet
these requirements.
BUSINESS STRATEGY
The Company believes a number of significant competitive advantages have
allowed it to establish a leading market position including:
(i) high quality, clinically-proven products in the major segments of
the reconstructive product market;
(ii) product lines with cutting edge technology in the major growth
segments of the orthopedics industry;
(iii) a history of successful product innovation and enhancement;
(iv) access to future technologies through joint venture relationships
and cooperative research projects with third parties;
(v) an early focus on the changing dynamics of the industry in the
managed care environment;
(vi) global marketing and distribution networks;
(vii) cost-effective manufacturing;
(viii) a seasoned management team with broad experience in the
orthopedic industry; and
(ix) proven success in making and integrating acquisitions.
The Company's strategy is to leverage these competitive strengths with new
products and acquisitions and to further expand into growing orthopedic
markets. The principal elements of this strategy are outlined below.
Continue to increase market position and leverage across segments: DePuy's
core products are, and have traditionally been, reconstructive implant devices
for hips and knees. The Company believes it is one of the leading
manufacturers of reconstructive products worldwide with 1995 sales of $450.1
million and a worldwide market share of approximately 15%. In the U.S., the
Company believes it is the second leading manufacturer with a market share of
approximately 17% in 1995. The Company achieved this market penetration and
seeks to continue to gain market share through its reputation and history of
over one hundred years of advanced research and development, product
innovation and quality products with proven clinical results. Currently, these
products are marketed primarily to orthopedic medical specialists through a
network of approximately 500 independent, commissioned sales associates in the
U.S. and 18 non-U.S. distribution subsidiaries internationally.
Having established itself as one of the market leaders in reconstructive
implant devices throughout the world, the Company has adopted a strategy to
expand its product line to cover the full range of orthopedic products through
internal development, alliances and acquisitions that are compatible with its
core implant business. Since 1993, the Company has completed four joint-
venture or acquisition transactions, expanding into the spinal implant, trauma
device, bone cement and sports-medicine device markets. As with reconstructive
implant devices, these products are marketed primarily to orthopedic or spinal
medical specialists, allowing the Company to leverage its historic success
into other and, in certain cases faster growing, segments of the orthopedic
products market.
Increase presence in international markets: As part of its business
strategy, the Company intends to increase its position in target geographical
markets, including emerging markets. Recognizing that much of the future
growth in its core orthopedic implant industry would come from international
markets, the Company began focusing in the late 1980s on increasing its sales
outside the United States by acquiring distribution channels outside the U.S.
International sales have increased to 45% of total sales in 1995, up from 33%
in 1991 and 11% in 1988. In 1990, DePuy acquired Charles F. Thackray Limited
("Thackray") based in England thereby
30
<PAGE>
acquiring not only the Charnley Hip System (the "Charnley Hip"), the industry
standard for cemented hip implant systems, but also critical additional
penetration of the European market. Beginning in 1988 with the acquisition of
the former Chevalier A.G. (renamed De Puy A.G.), located in Switzerland, and
continuing to the present time, the Company has implemented a plan to
establish a separate, Company-owned distribution subsidiary in each major
market or potential major market. Currently, the Company has distribution
subsidiaries in England, Canada, Germany, France, Italy, Switzerland, Austria,
Spain, Sweden, Japan, Korea, Singapore, Mexico (to begin operations in the
fourth quarter of 1996), Taiwan, Hungary, the Czech Republic, Australia, New
Zealand and Argentina and is forming a subsidiary in India. In addition, the
Company is increasing its investment in emerging markets, including pursuing a
joint venture in China. See "--Marketing and Sales."
Increase presence in growth segments: In addition to its geographical
expansion, the Company plans to continue its expansion into markets
complementary to its core reconstructive products. The Company's acquisitions
and alliances have focused not only on geographic expansion, but also on the
entry into high growth markets such as spine, trauma and sports medicine. In
1993, the Company entered the expanding market of spinal implants through the
formation of DePuy Motech, Inc. ("DePuy Motech"), a joint venture with
Biedermann Motech GmbH of Germany, which is 80% owned by the Company. By 1995,
this effort resulted in the Company becoming the fourth largest participant in
the worldwide spinal implant market, with sales of $30.6 million. In 1994, the
Company expanded its position in the trauma device market though the
acquisition of DePuy ACE, a leading manufacturer of titanium alloy trauma
products and externally applied fixation devices used for the treatment of
fractures. Sales by DePuy ACE in 1995 were $49 million worldwide. Also, in
1994, DePuy International (formerly Thackray, acquired by the Company in 1990)
acquired CMW, the oldest orthopedic bone cement manufacturer in the world. In
April 1996, the Company also expanded its position in the fast-growing sports
medicine device market through its acquisition of DePuy OrthoTech, a
manufacturer and distributor of external braces used in the prevention or
rehabilitation of sports induced knee injuries. Many of the Company's target
markets remain fragmented, providing opportunities for continued
consolidation.
Develop orthobiological and enhanced materials technologies: While striving
to improve, enhance and expand the market of its present product lines, the
Company is also looking toward the next generation of products for the next
century by following a multi-pronged strategy of strategic alliances,
licensing of technology and in-house research. The Company believes the next
generation of orthopedic products will be based on biotechnology (which the
Company has termed orthobiologics), which encompasses tissue engineering
and/or regeneration, growth factors and proteins, cell technology and gene
therapy. As part of its long-range research efforts in orthobiologics, the
Company is investigating the use of Transforming Growth Factor Beta One
("TGFb-1"), a bioactive protein which stimulates cell growth, in bone
regeneration and cartilage repair and/or regeneration. As another aspect of
its research efforts, the Company is studying the use of Small Intestine
Submucosa ("SIS"), a collagen-based naturally occurring biomaterial, for
ligament, tendon, bone, cartilage, meniscus and rotator cuff applications.
Also, the Company, in collaboration with R&D Biologicals, Inc. ("R&D
Biologicals"), is initiating research to develop technology for the repair
and/or regeneration of articular cartilage using a bioresorbable device. In
addition, the Company conducts advanced material research with E.I. DuPont de
Nemours and Company ("DuPont"). This collaboration has already produced
advanced polymers used as bearing surfaces in some of the Company's implants.
See "--Products--Product Development."
Pursue opportunities in the managed care environment: The transition in the
U.S. toward managed care has created increased pressure on the health care
industry to contain costs while providing quality health care. The Company
plans to aggressively address managed care and believes it is well positioned
to do so.
The Company has actively pursued contracts with national and regional
hospital buying groups as well as individual health care facilities, where the
Company believes that the increase in unit volume produced by high levels of
product sales to such groups and the opportunity for increased market share
offset the financial impact of discounting products. In June 1995, the Company
negotiated agreements with hospital groups such as Columbia/HCA that have
resulted in substantial increases in unit volumes of implants and trauma
products sold to such facilities. Such agreements condition the full benefit
of the discounts on the level of compliance with the purchasing contract each
group produces from its constituent hospitals. Following a similar strategy of
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<PAGE>
"performance-based contracting," the Company has recently signed or
renegotiated contracts with several other hospital groups.
The Company has also created and introduced the CaptureWare and Profile
Check software packages to help surgeons and health care facilities document
and collect reliable data on costs, clinical results, outcomes and patient
satisfaction. The CaptureWare program is the most comprehensive outcomes
management tool on the market for collecting orthopedic outcomes data. The
Profile Check program assists the physician or health care facility in
standardizing the implant selection process by allowing the physician or
health care facility to match the appropriate DePuy implant technology to an
individual patient's physiological demand level.
Demonstrate superiority of products through careful tracking, evaluation and
promotion of clinical outcomes: By demonstrating the superiority of its
products through careful tracking, evaluation and promotion of clinical
outcomes, the Company believes that it is well positioned in an environment in
which its customers often seek patient referrals from third-party payors and
integrated health care delivery systems. A pioneer in outcomes research, the
Company was the first to evaluate the success of its joint replacement
products using survivorship analysis and plans to continue vigorous outcomes
analysis for new products. The Company has compiled clinical results for the
Charnley Hip and the AML Total Hip System (the "AML Hip") for unmatched
periods of 34 and 19 years, respectively. The Company has compiled long-term
clinical results for the LCS Total Knee System (the "LCS Knee") for 19 years.
The survivorship estimates of these implants are, with respect to the Charnley
femoral hip stem 90% or better at 20 years, with respect to the AML femoral
hip stem 99% at 10 years and with respect to the LCS Knee 97% at 7 years.
Reduce costs through manufacturing efficiencies: As part of its business
strategy, the Company has inventory management and control systems as well as
certain manufacturing procedures to reduce costs and improve efficiencies. The
Company is incorporating manufacturing efficiencies into the design of
instruments and is redesigning certain instruments to reduce manufacturing
costs. Due in large measure to these process improvements, manufacturing lead
times have been considerably reduced, from 25 days in 1994 to 7.2 days in 1996
in the U.S., and from 30 days in 1994 to 15 days in 1996 at DePuy
International in the United Kingdom. The Company also employs robotics as
another means to increase the efficiency of its manufacturing processes.
PRODUCTS
The Company's core products are, and have traditionally been, reconstructive
implant devices for hips and knees. Having established itself as a market
leader in the United States in hip and knee replacements, the Company began,
in the late 1980s, to expand its product line to cover the full range of
orthopedic products through strategic acquisitions and alliances. The
following chart traces the expansion of the Company's product lines during the
last five years. In the chart, reconstructive products include implants for
hips, knees and extremities. See "--Business Strategy."
YEARS ENDED DECEMBER 31, (DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
1991 1992 1993 1994 1995 JUNE 30, 1996
-------------- -------------- -------------- -------------- -------------- --------------
PERCENT PERCENT PERCENT PERCENT PERCENT PERCENT
NET OF NET OF NET OF NET OF NET OF NET OF
AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL
------ ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Reconstructive Prod-
ucts.................. $251.8 74% $317.2 76% $363.2 78% $405.9 74% $450.6 71% $242.2 69%
Spinal Implants........ -- -- -- -- 3.2 1 12.5 2 30.6 5 19.5 6
Trauma Products........ 8.4 3 9.2 2 8.5 2 38.5 7 49.4 8 26.6 8
Sports Medicine(1)..... -- -- -- -- -- -- 27.7 5 29.4 4 21.7 6
Other Products......... 79.7 23 93.5 22 91.8 19 67.2 12 76.6 12 39.0 11
------ --- ------ --- ------ --- ------ --- ------ --- ------ ---
Total................. $339.9 100% $419.9 100% $466.7 100% $551.8 100% $636.6 100% $349.0 100%
====== === ====== === ====== === ====== === ====== === ====== ===
</TABLE>
- --------
(1)Prior to 1994, sales of sports medicine products were included in other
products.
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<PAGE>
At the same time, recognizing that much of the future growth in its core
implant industry would come from international markets, the Company also began
focusing in the late 1980s on increasing its sales outside the United States
by developing distribution channels in countries outside the U.S. See "--
Business Strategy" and "--Marketing and Sales." From 1991 to 1995, non-U.S.
revenue increased from 33% to 45% of total revenues. The following table sets
forth the geographical sources of the Company's revenues for the past five
years, based on customer location during each such year.
YEARS ENDED DECEMBER 31, (DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
1991 1992 1993 1994 1995 JUNE 30, 1996
-------------- -------------- -------------- -------------- -------------- --------------
PERCENT PERCENT PERCENT PERCENT PERCENT PERCENT
NET OF NET OF NET OF NET OF NET OF NET OF
AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL
------ ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
United States........... $226.3 66% $266.3 64% $296.7 64% $333.3 61% $349.9 55% $186.2 53%
Europe.................. 84.9 25 106.6 25 112.6 24 132.8 24 172.2 27 99.8 29
Asia/Pacific............ 18.6 6 35.1 8 42.9 9 68.3 12 90.6 14 50.5 14
Other................... 10.1 3 11.9 3 14.5 3 17.4 3 23.9 4 12.5 4
------ --- ------ --- ------ --- ------ --- ------ --- ------ ---
Total.................. $339.9 100% $419.9 100% $466.7 100% $551.8 100% $636.6 100% $349.0 100%
====== === ====== === ====== === ====== === ====== === ====== ===
</TABLE>
PRODUCTS AND MATERIALS INNOVATION
The industry has evolved by the successive development of a series of
solutions to the problems of joint deterioration. DePuy has been at the
forefront of innovation for the past century, and is known for its "firsts" in
the design of certain key orthopedic products and the development of various
new and better materials. The Company strives to be the first to identify a
problem, to seize an opportunity and to design and market an innovative
solution.
. First low friction total hip arthroplasty; first cementless total hip
technology: In 1962, to provide a solution to the problem of arthritic
pain and loss of joint mobility, Sir John Charnley developed the first
low friction total hip implant. His development, the Charnley Hip, now
manufactured and sold by the Company, was also the first total hip
system to use acrylic cement for fixation. In the late 1970s, the
Company began to evaluate alternative methods of fixation, suspecting
cement breakdown and loosening might be causing premature failure in
total hip arthroplasty. In 1977, the Company was the first orthopedic
device manufacturer to introduce a system of cementless fixation,
Porocoat Porous Coating, with the Company's AML Hip. "Porocoat" is the
Company's trademark for its patented porous implant coating, which is
designed to encourage tissue to grow into an implant, thus eliminating
the need for cement. In 1983, the AML Hip became the first implant to be
cleared by the FDA to be indicated for use without cement (i.e., for
biological fixation). In 1990, the Company introduced the Solution
System for revision hip surgery which was the first extensively coated
revision system on the market. The Porocoat coating on the Solution
System hip stem provides additional stability to the surgical procedure
that is inherently delicate since revision surgery is only done when a
prior implant must be replaced.
. First to offer a mobile-bearing knee system: Clinical trials of the LCS
Knee, incorporating mobile-bearings into the design to align the implant
and to more closely simulate the anatomic movement of a natural knee,
began in 1977. In 1985, the LCS Knee became the first mobile-bearing
total knee replacement prosthesis to be approved for marketing by the
FDA, and continues to be the only mobile-bearing knee commercially
available for use in the U.S.
. First to develop a new generation of acetabular cups: In 1990, the
Company began an extensive research and design program to identify the
factors that could contribute to early failures of the acetabular
components, which replace the socket of the hip joint, including
inadequacies of the locking mechanism, insufficient polyethylene
thickness and design shortcomings in the modular polyethylene
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<PAGE>
liners which, in combination, allowed the liner to migrate after being
implanted. From its findings, the Company was the first to design a
second generation of modular acetabular cup technology, the patented
Duraloc Acetabular Cup System, which featured an advanced sensor locking
ring, a thicker layer of polyethylene throughout the liner and a total
surface-to-surface contact of the shell and liner construct. This
combination provides for the necessary structural support while still
allowing surgical flexibility, component selection and positioning to
match anatomic constraints.
RECONSTRUCTIVE IMPLANTS
Until the early 1960s the orthopedic industry was primarily involved with
the manufacture and sale of products which were intended for treatment of
injuries, most often traumatic injuries. As a result of developments which
began in the late 1950s and the early 1960s, products and procedures were
developed for the treatment of joint disease, such as arthritis, as well.
Total joint replacement surgery replaces worn joints with components made of
stainless steel, titanium alloy or cobalt chromium alloy, depending on the
design, and ultra-high molecular weight polyethylene, a medical grade plastic.
The first widely used products were various forms of hip replacements, some of
which, especially in the early years, involved the replacement of the femoral
side only, but as the years progressed total joint replacement became the
norm. Development of total knee systems followed the development of total hip
replacements.
The worldwide market for reconstructive implant devices in 1995 was
approximately $3.1 billion in sales. Of these sales, approximately 50% were in
the U.S. and 50% were in the rest of the world. Reconstructive products may be
further broken down by category into cemented products, cementless products
and revision products. Cemented products are secured to the bone with a grout
made of polymethylmethacrylate ("cement" or "bone cement"), whereas cementless
products are "biologically fixed," which means the surrounding tissue grows
into the implant's porous, beaded coating, or macro texture features, securing
it without the use of cement. When a primary implant wears out or becomes
loose after years of use, revision surgery is performed.
The Company designs, manufactures and markets a full line of joint
reconstruction implants for the hip, knee, shoulder, elbow, wrist and ankle.
Hip Systems. The Company believes the market for hip implant products in
1995 was approximately $1.6 billion in sales worldwide and $670 million in
sales in the U.S. The Company believes it is one of the three leading
manufacturers of hip implant products worldwide, having sales in 1995 of $268
million, or approximately 16% of the worldwide market, and is one of the two
leaders in the United States, with U.S. sales in 1995 of $152 million, or
approximately 23% of the market.
In hip arthroplasty, the "ball and socket" of the hip joint are replaced
with several components, depending on the product design. The stem, made of
stainless steel, titanium alloy or cobalt chromium alloy, supports the head,
which is comprised of a "ball and neck." The acetabular component, which
usually consists of a polyethylene liner and metal cup or an all polyethylene
cup, replaces the socket. DePuy offers a full line of hip implants to meet
patient needs and surgeon preferences. Its two leading total hip systems are
the Charnley Hip and the AML Hip. The Charnley Hip is one of the leading
cemented hip implants in the world in terms of unit volume. The AML Hip, the
Solution System and the Duraloc Acetabular Cup System are, respectively, the
leading porous coated hip system, the leading revision hip system and the
leading acetabular cup in the U.S. in terms of unit volume.
AML Total Hip System. The AML Hip is a cementless system that uses a
proprietary porous implant coating to secure the implant in place through
biological fixation. Considered the Company's flagship product, the AML hip
stem was the first implant to be cleared by the FDA to be indicated for use
without cement and has the longest clinical history of any cementless hip
implant on the market today, with a 99% survivorship estimate at 10 years for
the AML femoral hip stem. The AML Hip family of products is the most widely
used family of cementless implants in the U.S.
Charnley Hip System. Unlike the U.S., in the U.K. and much of Europe
cemented hip systems, which are less expensive, continue to be preferred. The
Charnley Hip is a specialized stainless steel alloy cemented hip
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<PAGE>
implant. It was the world's first low friction total hip implant and has the
longest clinical history of any implant on the market. The Charnley femoral
hip stem has a 90% or better survivorship at 20 years. The Charnley Hip is one
of the leading cemented hip implants in the world in terms of unit volume. The
new generation of the Charnley family, the Elite Plus Total Hip, was
introduced in 1995, and can utilize a zirconian femoral bearing surface
designed to further minimize wear of the surface and prolong the life of the
arthroplasty. In the U.S., the ENDURANCE System has been designed using the
principles of the Charnley Hip. Manufactured from a cobalt chromium alloy, the
ENDURANCE System was introduced in 1994.
Solution System. Revision hip surgery is performed when infection occurs or
the supporting bone or primary implant wears out from years of use. Introduced
in 1990, the Solution System was the first extensively coated revision system
on the market. The Porocoat coating helps provide the additional stability
required in revision hip surgery. The Solution System has a substantial share
of the revision market in the U.S. DePuy also markets a cemented revision
implant as part of the ENDURANCE System.
Duraloc Acetabular Cup System. The Duraloc Acetabular Cup System uses a
sensor-ring lock, uniform dome loading and optimal polyethylene thickness for
the specific patient application. This combination permits mobility without
sacrificing structural support. The patented Duraloc Acetabular Cup System is
the leading cup system in the U.S.
Knee Systems. The Company believes the worldwide and U.S. markets in 1995
for knee implants were $1.4 billion and $822 million, respectively, in sales.
Within that market, the Company had 1995 sales worldwide of $182 million (or
approximately 13% of the market) and U.S. sales of $100 million (or
approximately 12% of the market).
Total knee arthroplasty consists of several components depending on the
product design: the femoral component or components, the tibial component or
components and the patellar component or components. The Company offers a full
range of implants, including the LCS Knee, the AMK Knee and the Coordinate
Revision Knee System.
LCS Total Knee System. The LCS Total Knee System is a mobile-bearing knee
system. The mobile bearings incorporated into the design allowed the implant
to more closely simulate the anatomic movement of a natural knee while
minimizing stresses on the implant components. The patented LCS Knee design,
which was launched in 1985 after extensive clinical trials, has FDA Pre-Market
Approval for both cemented and cementless indications for use. The LCS Knee
design was the first, and continues to be the only, mobile-bearing knee
commercially available for use in the U.S. The LCS Knee has 19 years,
including initial development and clinical trials, of clinical history with a
97% survival estimate at 7 years. The LCS Knee is the number one selling
mobile-bearing knee implant worldwide and in the U.S. Within the U.S. sales
have been increasing as the implant's success rate becomes more widely known
and its clinical history is extended, providing more clinical data of its
success.
AMK Total Knee System. Introduced in 1987, the AMK Total Knee System (the
"AMK Knee") is a fixed-bearing knee system which has left and right, rather
than universal, femoral components. The AMK Knee may be used for primary and
revision knee surgery needs and has nine years of clinical follow-up history.
In 1990, the Company introduced the AMK PS (Posterior Stabilized) design,
which is a complementary product intended to address another industry trend
toward posterior stabilization of the knee joint, the fastest growing area in
the knee implant market.
Coordinate System. The Coordinate System is a revision knee system which
uses the same instrumentation as the AMK Knee family of products.
Extremities. The Company believes the worldwide and U.S. markets in 1995
for extremities implants (shoulder, ankles, elbows and wrists) were $80
million and $54 million, respectively. Within the extremities market, shoulder
implants accounted for over 65% of 1995 sales worldwide and in the U.S. DePuy
believes it is the leading manufacturer of extremities implant products in
general and shoulder implants specifically with 1995 sales at $21 million
worldwide and $15 million in the U.S., representing approximately 26% and
approximately 29% of the worldwide and U.S. markets, respectively. U.S. sales
are comprised almost exclusively of shoulder
35
<PAGE>
implant sales. The Global Total Shoulder System, introduced in 1992, has in
just four years become the market leader with approximately a 40% market share
in the U.S. shoulder market. Once considered a difficult surgery with
questionable outcomes, the improved technology embodied in the Global Shoulder
has helped the procedure gain acceptance, and, shoulder surgery is now one of
the fastest growing segments in orthopedics.
SPINAL IMPLANTS
Another of the fastest growing markets in musculoskeletal surgery, the
spinal implants market for 1995 was approximately $400 million in sales
worldwide, with $200 million in sales in the U.S. In 1993, the Company entered
the spinal market through a joint venture with Biedermann Motech GmbH of
Germany. The resulting company, DePuy Motech, is 80% owned by DePuy. This
joint venture has resulted in the Company becoming fourth worldwide in the
sale of spinal implant devices in less than three years after its entry into
the market. The Company's 1995 worldwide sales were $30.6 million.
The primary goals of spinal instrumentation systems are to correct for
spinal deformity or imbalance, to reestablish stability of the spine and to
eliminate pain. Hooks, rods, screws and anterior support devices (metallic,
ceramic and bone) acting as the equivalent of modular spinal anchoring
devices, are constructed by the surgeon to create an internal bracing
mechanism. Surgeons adapt these components to the specific pathology of the
individual patient, creating an implant construct that is intended to
reconstruct and restore normal spinal biomechanics or facilitate bone fusion.
DePuy Motech has differentiated itself from other manufacturers of spinal
implants by basing its implants on "load sharing", which advocates the support
of the spine both anteriorly (front) and posteriorly (back). This philosophy
has now become an important surgical trend in spinal surgery.
Among the Company's products is the MOSS System, the first system to address
the concept of load sharing and recognize the importance of anterior column
support to restore and balance the natural forces in the spine. The MOSS Miami
System, introduced in 1995, set new design standards, while continuing to
adhere to the Company's basic design philosophies. These are complete systems
made of stainless steel and include anatomical hooks, monoaxial and polyaxial
screws and rods, and are designed for universal application in spinal surgery
for deformities, tumor, trauma and degenerative diseases of the spinal column.
These systems are marketed in the U.S. as spinal devices for fusion and for
bone repair under 510(k) clearances. Within the U.S., DePuy markets the hooks
and pedicle screws for use in certain lumbar regions. Outside the U.S.,
marketing of pedicle screws for more general use, and the labeling and
marketing of the Company's surgical mesh product for use between vertebrae, is
allowed. The MOSS Miami System is also available in titanium alloy which
allows surgeons to use Magnetic Resonance Imaging and Computer Aided
Tomography evaluation following surgery and provides an implant system for
patients who may be sensitive to the nickel content of stainless steel.
Among DePuy Motech's other recent products is Titanium Surgical Mesh,
designed in Europe by Professor Jurgen Harms and Biedermann Motech to provide
a synthetic device to reinforce weak bony tissue. This product has gained
market acceptance outside the U.S. and is marketed in the U.S. pursuant to
510(k) clearance received by Biedermann Motech in 1990. DePuy Motech is
conducting an IDE study to further evaluate specific indications for use of
Titanium Surgical Mesh. In June 1996, the Company's Peak Anterior Cervical
Compression Plate and Peak Channeled Reconstruction Plate, part of the Peak
Fixation System, were offered for sale outside the U.S. The Peak Anterior
Cervical Compression Plate addresses degenerative diseases of the anterior
cervical spine and the Peak Channeled Reconstruction Plate is used in surgery
to stabilize bony structures. These products are expected to be marketed in
the near future in the U.S. following applicable 510(k) clearances.
TRAUMA DEVICES
The orthopedic trauma field, which involves the management of fractures, has
as its objective the achievement of complete bone healing, or "union," and
restoration of alignment and full range of motion in
36
<PAGE>
patients who have sustained fractures. The worldwide market for trauma
products in 1995 was approximately $980 million in sales, of which
approximately $430 million, or 44%, were sales in the U.S. The Company's
fixation devices may be classified generally as external fixation devices and
internal fixation devices. The acquisition of DePuy ACE in 1994 added critical
mass to the Company's trauma product offerings, specifically adding products
in the growing market of external fixation. Within the trauma market the
Company, through DePuy ACE, is a leading manufacturer of titanium alloy trauma
products and externally applied fixation devices for the treatment of
fractured bones. DePuy ACE was a pioneer in the use of titanium alloy implants
in the orthopedic trauma market. Titanium alloy more closely replicates the
physical properties of bone than stainless steel and is associated with a
higher degree of biocompatibility than stainless steel implants. The Company
had sales of $49 million worldwide in 1995 and $26 million in the U.S.,
representing 5% and 6%, respectively, of the market. DePuy ACE capitalized on
its products through early entry in the second largest geographical market for
trauma products, Japan, where it holds a leading position.
SPORTS MEDICINE PRODUCTS
The sports medicine market, which includes arthroscopy instruments,
implants, braces, cold therapy and supports, amounted to approximately $790
million in sales worldwide in 1995, including approximately $590 million in
the U.S. The Company expanded its position in this area through its
acquisition of DePuy OrthoTech in March 1996, which added critical mass and
expanded product lines. DePuy OrthoTech's sales in 1995 were $18.4 million
worldwide.
Among the Company's products are arthroscopy instruments, anterior cruciate
ligament reconstructive guide systems, tissue fixation devices, cold therapy
management systems, foot and ankle supports and orthopedic knee braces. Within
its knee brace product line, the Company offers a complete line of custom-made
braces which are used by professional athletes in a number of sports. The
Company also offers a complete line of high-quality, off-the-shelf knee
braces.
CEMENT
To complement cemented reconstructive product lines, the Company entered the
bone cement market in 1994 through the acquisition of CMW. CMW manufactures
different types of bone cements used with reconstructive implants and had 1995
sales of approximately $13 million. CMW does not presently market cement
directly in the U.S. but expects to do so in the near future; a PMA for
certain of these products is pending.
OPERATING ROOM PRODUCTS
To complement its reconstructive products, the Company developed a
comprehensive line of products designed to shield health care workers,
surgeons and patients from cross-contamination and contact with body fluids
which could contain potentially infectious bacteria and viruses during
surgery. Orthopedic reconstructive surgery carries a higher risk of such
contamination or contacts than many other types of surgeries as a result of
the instrumentation required, which scatters microscopic particles, including
bone and blood.
Among the Company's product offerings are a series of cut, stick and
puncture resistant glove liners, developed and marketed by DePuy DuPont
Orthopedics, which incorporate Kevlar material, a lightweight fabric used in
military helmets and in flack jackets that is stronger than steel. Other
products include the Sterile View System ("space suits" that filter airborne
particulates), and the Cida-system, a line of germicidal products designed to
ensure the cleanest possible surgical environment. In addition, the Company
markets power and manual instruments, wound drainage and tourniquet systems,
smoke evacuation systems and instrument repair services.
PRODUCT DEVELOPMENT
The Company conducts its research and development programs and maintains its
proprietary position by making improvements to existing products and by
developing new generations of products focused on new materials, biologic
biomaterials, and new non-invasive or minimally-invasive forms of treatment
for afflictions and injuries currently requiring surgery.
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<PAGE>
In-house, company-sponsored research and development programs at Warsaw,
Indiana focus on enhancements to the metallic and polyethylene components of
the implant and instrument devices manufactured by the Company by increasing
their strength, corrosion or oxidation resistance, fatigue resistance, or
focusing on bearing surface improvements to the artificial joint being
replaced in the human body. In addition, research is being done on artificial
joint simulators and enhancements to the bearing interface.
In 1990, as part of its long-range product development efforts, the Company
initiated programs in the biotechnology arena with an emphasis on
orthobiologics and biologic biomaterials. The Company is researching
technologies for the next century in the area of bone substitutes, cartilage
regeneration, ligament and tendon reconstruction and musculoskeletal tissue
engineering. These efforts, however, if successful, are not expected to
produce material product revenue until, at the earliest, the beginning of the
next decade.
Bone and Tissue Regeneration. In the early 1990s, the demand for
musculoskeletal tissue to repair traumatic and sports related injuries
increased. At present, there are limited means of repairing a rotator cuff
deficiency or a meniscus tear. For certain other types of injury (ligaments
and tendons), the treatment requires the use of tissue from another site on
the patient's body, thereby increasing chances of morbidity and surgery costs.
To address these problems, in March 1992, DePuy moved into tissue engineering
research by entering into an exclusive license agreement with Purdue
University to develop a tissue engineering concept using SIS. SIS is a
patented biomaterial that may be used as a scaffold in tissue engineering
applications. SIS has been shown to facilitate the regeneration, repair and
re-growth of the patient's own tissues at various anatomical sites. The
Company is investigating SIS for ligament, tendon, bone, cartilage, meniscus
and rotator cuff applications. The Company recently filed an IDE application
for anterior cruciate ligament replacement using SIS.
With orthopedic surgeons identifying cartilage repair and bone substitute
materials as significant needs, DePuy entered into an exclusive license
agreement with Genentech, Inc. in February 1992 which allows DePuy to evaluate
the use of TGFb-1 for orthopedic applications. TGFb-1 has been shown to aid in
bone regeneration and remodeling and to inhibit bone resorption, along with
stimulating articular cartilage repair and regeneration. Preclinical studies
have demonstrated the efficacy of TGFb-1 formulated with other biomaterials
for bone substitute applications. However, the preclinical studies also
disclosed potential systemic effects of TGFb-1 when delivered at a bony site
which may preclude the use of TGFb-1 administered directly to bone. The
Company is studying alternate methods of utilizing TGFb-1 for bone
regeneration through gene therapy and is investigating the effects, both local
and systemic, of direct applications of TGFb-1 to stimulate cartilage repair
and regeneration.
Another orthobiologic program of the Company is aimed at addressing joint
trauma and degeneration. The Company is researching cartilage repair through
collaborations with the Boehringer Mannheim group of companies and others
utilizing resorbable polymers, cell technology applications and gene therapy
delivery mechanisms. In addition, the Company is beginning work with R&D
Biologicals, in which the Company recently acquired a minority interest, to
research and develop cartilage repair products, including materials,
procedures and related instrumentation, without the need for prosthetics. One
focus of this collaboration is the development of technology for the repair
and/or regeneration of articular cartilage using a bioresorbable device which
can be placed at the site of defects to promote the body's own ability to
repair cartilage damage.
Biomaterials. In July 1987, DePuy signed an exclusive research agreement
with DuPont to investigate the use of advanced biomaterials (polymers,
composites and resorbables) in orthopedic applications and formed a
partnership, DePuy DuPont Orthopedics, in 1989 to distribute new products
developed by the joint venture. This venture has already introduced a number
of new products, including the Hylamer family of orthopedic bearing polymers
consisting of ultra high molecular weight bearing surfaces. The polymers,
available for use exclusively in the Company's hip, knee and shoulder
implants, are designed to resist wear, deformation and material degradation,
providing greater strength than traditional polymers. Current research
projects involve composite implant designs, resorbable suture anchors,
resorbable materials for screws, anchors and other fixation devices, as well
as continued research in the area of fibers, elastomers and other polymers at
various stages in the research and product development cycle.
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<PAGE>
MARKETING AND SALES
The Company markets and distributes its products through a global
distribution network. Distribution within the U.S. is through a combination of
Company-owned sales offices that supervise independent commissioned sales
associates and a number of independent commissioned sales agents. Outside the
U.S., the majority of the Company's sales are conducted through Company-owned
distribution outlets, although the Company still distributes some products
through independent distributors in certain international markets. To promote
its key products, the Company collaborates with surgeons with national and, in
many cases, international reputations in the relevant area of orthopedic
surgery and neurosurgery. These "surgeon champions" use and study the product
and participate in learning centers and other educational or professional
activities to educate other doctors on the use of the product.
UNITED STATES
The Company markets its orthopedic implant products in the United States
through a network of approximately 500 independent, commissioned sales
associates managed by 31 Company-employed Territory Sales Managers and 11
independent sales agents as of September 1996. This structure has been
evolving since 1994. The salesforce was reorganized as described below to
create a structure where requisite investments in personnel, training and
instruments would be made in the Company's new product areas such as spinal
implants and trauma products. The reorganization also allowed the Company to
ensure that sales associates were receiving appropriate incentives and
compensation and to eliminate the involvement of those sales agents who were
unproductive.
For many decades, as was typical in the industry, the Company distributed
its products in the U.S. exclusively through a network of independent
commissioned sales agents, each assigned a geographic territory in which the
agent had the exclusive right to solicit orders for the Company's products.
Sales agents established and maintained personal contact with customers and
provided services related to the products sold, such as attending surgeries to
ensure that the surgeon had the correct size of implant and the necessary
instrumentation. In exchange for soliciting orders, the sales agents were paid
a commission on the invoice price of all orders shipped to their respective
territory.
As the Company's business expanded, in terms of both product offering and
share of market, in the 1980s and 1990s the sales agents were no longer able
to maintain personal customer contact with all of the customers in their
respective territories. As a result they began hiring independent sales
associates who they assigned to segments of their territories and who in time
took over customer and surgeon contact. The sales associates were compensated
by the sales agent in accordance with separate arrangements between the sales
agent and sales associates.
In mid-1994, the Company began to replace sales agents who were not managing
their areas and sales associates to the Company's satisfaction with Territory
Sales Managers who are now charged with managing the territory and the sales
associates who work there. Sales associates continue to function as before but
are now compensated directly by the Company through commissions. The Company
provides the investment in training, support and general administrative
services.
Trauma and sports medicine products are both marketed through a combination
of dedicated sales representatives and the Company's reconstructive implant
marketing system of sales associates, sales agents and Territory Sales
Managers. In some areas, the Company has dedicated sales representatives for
each product line while in others the sales agents and sales associates sell
all of the Company's product lines. In addition to the Company's sales agents,
sales associates and Territory Sales Managers, DePuy ACE uses five independent
sales agents and one independent distributor who do not carry any other DePuy
products. DePuy OrthoTech's dedicated salesforce consists of its own 50-person
employee sales organization and one regional distributor. Spinal implant
products are marketed through a specialized sales force.
To address the changing customer base in the U.S. orthopedic market
resulting from health care reform and the emergence of managed care, the
Company has strengthened its national contracts department and added a managed
care area to its sales department. See "--Industry Background" and "--Business
Strategy."
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<PAGE>
INTERNATIONAL
The Company distributes its products outside the United States and Canada,
for the most part, through a number of distribution subsidiaries. Establishing
a separate distribution channel in each country has been a critical part of
the Company's strategy for marketing abroad. Knowledge of, and on site
compliance with, each country's regulatory scheme requires the presence and
unique knowledge of a local distributor. The ability to communicate with
physicians, nurses and other operating room personnel in their own language,
is also important. In addition, successful marketing requires an understanding
of each country's health care system and its purchasing and reimbursement
practices. Until 1988, all of the Company's sales outside the United States
and Canada were to distributors who purchased the products, sold on their own
account and established prices to their customers. Beginning in 1988 with the
acquisition of the former Chevalier A.G. (now De Puy A.G.) in Switzerland, and
continuing through the present time, the Company has followed a strategy of
establishing a separate Company-owned subsidiary with DePuy employed salesmen
in each major market or potential major market. These subsidiaries establish
the prices for the products sold in their respective countries, first
purchasing them from the Company and then reselling them at retail. In major
markets, this process has sometimes involved the acquisition of the Company's
previous distributor or entering into a joint venture with such distributor.
In other markets, new companies have been created or are being formed at the
present time. The Company now has distribution subsidiaries in England,
Canada, Germany, France, Italy, Switzerland, Austria, Spain, Sweden, Japan,
Korea, Singapore, Mexico (to begin operations in the fourth quarter of 1996),
Taiwan, Hungary, the Czech Republic, Australia, New Zealand and Argentina and
is forming a subsidiary in India.
Japan represents a significant market for the Company's trauma products.
DePuy ACE has a longstanding exclusive arrangement with Japan Medical Dynamic
Marketing, an independent distributor, to sell DePuy ACE's products.
In the sports medicine market, DePuy OrthoTech has an exclusive distribution
arrangement with Beiersdorf AG covering Germany, Austria, Belgium, Spain and
The Netherlands.
For a breakdown of the Company's sales by geographical region and product,
see "--Products" and Note 13 to the Combined Financial Statements contained
elsewhere in this Prospectus.
INTELLECTUAL PROPERTY
The Company holds United States and foreign patents covering certain of its
systems, components and instrumentation, has patent applications pending with
respect to certain implant components and certain surgical instrumentation and
anticipates that it will apply for additional patents it deems appropriate. In
addition, the Company holds licenses from third parties to utilize certain
patents, patent applications and technology utilized in the design of some of
its devices. See "--Legal Proceedings" for information concerning patent
infringement suits involving the Company.
In addition, the Company relies on non-patented proprietary know-how, trade
secrets, process and other proprietary information, which the Company protects
through a variety of methods, including confidentiality agreements and
proprietary information agreements.
The Company markets its LCS Knee through an exclusive, worldwide license to
manufacture and sell the LCS Knee under patents owned by Biomedical
Engineering Trust ("BET").
The Company and its subsidiaries market their products under a number of
trademarks.
MANUFACTURING
The Company's manufacturing operations are carried out at a number of
facilities owned or leased by the Company or its subsidiaries. See "--
Property." In 1995 and 1996, the Company obtained ISO 9001 series registration
for its manufacturing facilities in Warsaw, Indiana; Leeds, England;
Blackpool, England; and Los Angeles, California and ISO 9002 for its
Albuquerque, New Mexico facilities. The Company is in the process of obtaining
appropriate ISO registration for its other facilities. ISO 9001 and ISO 9002
are internationally
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recognized quality standards for manufacturing. ISO certification assists the
Company in marketing its products in certain foreign markets. See "--
Government Regulation."
The Company devotes significant attention to quality control in
manufacturing its products. At the main reconstructive products manufacturing
facilities, the quality control measures begin with an inspection of all raw
materials and castings to be used in implants. Each piece is inspected at each
step of the manufacturing process. As a final step, products pass through a
"clean room" environment designed and maintained to reduce product exposure to
particulate matter. In addition, the Company utilizes a new gas plasma
sterilization system for its implants. The Company cleared use of gas plasma
sterilization with the FDA through the 510(k) process, making the Company the
first and only company to receive such clearance for the industrial
application of gas plasma sterilization. This process reduces the possibility
of oxidation of polyethylene and is believed not to pose the environmental
threats of other methods of sterilization.
Approximately 75% of the Company's products are manufactured in-house, with
the remaining 25% outsourced. Approximately 70% of DePuy ACE's trauma products
are presently outsourced. It is the Company's intention to bring all trauma
implant manufacturing in-house over time. The primary raw materials used by
the Company in the manufacture of its reconstructive products are cobalt
chromium alloy, stainless steel alloys, titanium alloy and ultra high
molecular weight polyethylene. Certain components used by the Company,
primarily castings and forgings which are the major material components of
most implants, are purchased from a limited number of suppliers. However, the
Company has back-up sources for all of its materials and believes that
adequate capacity exists at its suppliers to meet all anticipated needs.
As part of its business strategy, the Company has implemented certain
manufacturing procedures to reduce costs and improve efficiencies as well as
inventory management and control systems and is incorporating manufacturing
efficiencies into the design of instruments and is redesigning current
instruments to reduce manufacturing costs. Due in large measure to these
process improvements, manufacturing lead times have been considerably reduced,
from 25 days in 1994 to 7.2 days in 1996 in the U.S., and from 30 days in 1994
to 15 days in 1996 at DePuy International. Robotics is another means employed
to increase the manufacturing efficiency of its orthopedic products. In 1996,
the Company purchased one of its major instrument suppliers to further reduce
costs and shorten the time required to get instruments to market.
In its trauma products, the Company uses commercial titanium and titanium
alloy in addition to stainless steel alloys. The Company competes with both
government and commercial aerospace requirements for titanium, as well as golf
equipment manufacturers. The aerospace industry controls both the price and
supply of titanium products and can dramatically affect both the cost and
availability of such materials. DePuy ACE has entered into a long-term
agreement with its primary supplier of titanium to address this concern.
In its sports medicine products, the Company uses rolled cloth goods,
metals, plastics and foams, all of which are of standard stock and are readily
available from a number of sources.
COMPETITION
The orthopedic device industry is highly competitive and has been
characterized by innovation, technological change and advancement. Major
companies that compete in the total joint implant market, some of which also
market complementary non-implant lines that compete with the Company's other
products, include Biomet Inc.; Zimmer, Inc., a subsidiary of the Bristol-Myers
Squibb Company; Howmedica, Inc., a subsidiary of Pfizer, Inc.; Smith & Nephew
Orthopedics, a division of Smith & Nephew Ltd.; Osteonics, Inc., a subsidiary
of the Stryker Corporation; Johnson & Johnson Orthopaedics, Inc., a subsidiary
of Johnson & Johnson; and Protek, Allopro and Intermedics Orthopedics, all
divisions of Sulzer Limited. In the spinal instrumentation area, the Company's
main competitors are Sofamor Danek Group, Inc.; Synthes; Acromed, Corp.; Smith
& Nephew Ltd. and Spine-Tech, Inc. Competition within the orthopedic implant
industry is primarily based on customer service, product design and
performance, ease of use, peer influence among surgeons and results of the
product over time.
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In recent years, price has become increasingly important as the industry
matures and health care providers become more concerned with costs. At the
present time, price is a factor in the sale of those devices where
differentiation of the product cannot be clearly proven and the decision to
buy is not significantly influenced by the surgeon. Additionally, as health
care providers become more cost-conscious, the use of higher-priced devices
has became increasingly limited to younger, more active patients, while
lesser-priced devices are used in patients with a lower demand (i.e., shorter
life expectancy and/or lower activity level). The Company believes that its
future success depends upon providing high quality service to all customers,
offering a wide range of quality products at different pricing points,
continuing to promote its key products and their already existing long-term
successful outcomes and clinical results, pursuing additional strategic
agreements with buying groups, offering a wide array of ancillary products
utilized by the orthopedic community and continuing to pursue, through
research and development efforts, new products and services that can set the
Company apart from its competitors.
The Company's trauma product lines compete with products of Biomet Inc.;
Zimmer, Inc.; Richards Manufacturing Co., Inc., a subsidiary of Smith & Nephew
Ltd; Synthes and Orthofix International N.V. Competition in this area is
primarily based on service, product design and performance, technological
advances, reputation and price.
In the sports medicine product area, the Company competes with numerous
other companies, principally Don Joy, a division of Smith & Nephew Ltd.,
Innovation Sports, and Lenox Hill, a division of Hanger Orthopedic Group, Inc.
The Company believes that the principal competitive factors affecting the
sports medicine product field are customer service, product performance,
technology, reputation and price. It believes that its service and technology
distinguish it favorably from its competitors in the marketing and sale of its
products.
In the cement market, the Company competes with numerous other companies,
primarily Howmedica, Inc., Schering-Plough Corp., and Zimmer, Inc.
PROPERTIES
As of September 1996, the Company owned or leased the following facilities:
<TABLE>
<CAPTION>
APPROXIMATE LEASED
LOCATION TYPE OF FACILITY SQUARE FOOTAGE OR OWNED
-------- ---------------- -------------- --------
<C> <S> <C> <C>
Warsaw, Indiana(1)........ Executive Offices, 242,200 Owned
Research and
Development,
Manufacturing and
Distribution
El Segundo, Califor- Executive Offices, 114,000 Leased
nia(2)................... Research and
Development,
Manufacturing and
Distribution
St. Louis, Missouri....... Warehousing and 100,900 Leased
Distribution
Tracy, California(3)...... Corporate Offices and 80,000 Leased
Manufacturing
Jackson, Michigan......... Warehousing 44,000 Leased
Jackson, Michigan......... Manufacturing 24,000 Owned
Albuquerque, New Mexico... Manufacturing 20,600 Leased
Westminster, California... Manufacturing and Repair 15,500 Leased
Services
Ontario, California....... Manufacturing 10,000 Leased
Dayton, Ohio.............. Manufacturing 7,700 Leased
Leeds, England(4)......... Corporate Offices, 158,000 Owned
Research and
Development,
Manufacturing and
Warehousing
Leeds, England............ Manufacturing 32,400 Owned
Barnet, England........... Manufacturing and 30,000 Owned
Research and Development
Blackpool, England........ Manufacturing 28,500 Leased
Garforth, England......... Manufacturing 23,000 Leased
</TABLE>
42
<PAGE>
- --------
(1) The Company's principal executive offices and primary U.S. manufacturing
plant for reconstructive devices. The facility also currently serves as a
distribution facility.
(2) Corporate offices of DePuy ACE and main manufacturing plant for trauma
products.
(3) Corporate offices of DePuy OrthoTech and main manufacturing plant for
sports medicine products.
(4) Corporate offices and primary manufacturing facility for DePuy
International.
The Company believes that its facilities are adequate for the development,
manufacture and marketing of all its products.
EMPLOYEES
As of September 1996, the Company had approximately 2,780 employees
worldwide, including approximately 1,230 engaged in the Company's U.S.
reconstructive device business, approximately 40 employed by DePuy Motech,
approximately 180 employed by DePuy ACE, approximately 280 employed by DePuy
OrthoTech, and approximately 1,050 engaged in the Company's international
businesses.
Approximately 320 employees in the Warsaw, Indiana facility are represented
by the United Paperworkers International Union, Local No. 7809, and are
subject to a five year collective bargaining agreement expiring in June 1997.
Approximately 230 employees in the Leeds, England facility are represented by
the Amalgamated Engineering and Electrical Union and are subject to a
collective bargaining agreement which expires in April, 1997. In addition,
approximately 25 employees at the Leeds, England facility are represented by
the Manufacturing Scientific and Finance Union. Prior to July 31, 1996,
approximately 15 employees in the metals department at the Tracy, California
facility for sports medicine products were also represented by a union; the
union was decertified on that date.
The Company believes that its employee relations are satisfactory, and that
its relationships with all unions representing its workers are non-adversarial
and cooperative.
GOVERNMENT REGULATION
The Company's operations are subject to rigorous governmental agency
regulation in the United States and certain other countries.
The FDA regulates the testing, labeling, manufacturing and marketing of
medical devices to ensure that medical products distributed in the United
States are safe and effective for their intended uses. Additionally, the FDA
regulates the export of medical devices manufactured in the United States to
international markets.
Under the Food, Drug and Cosmetic Act, as amended, medical devices are
classified into one of three classes depending on the degree of risk imparted
to patients by the medical device. Class I devices are those for which safety
and effectiveness can be assured by adherence to General Controls, which
include compliance with Good Manufacturing Practices ("GMPs"), facility and
device registrations and listings, reporting of adverse medical events, and
appropriate truthful and non-misleading labeling, advertising and promotional
materials. Some Class I devices also require premarket review and clearance by
the FDA through the 510(k) Premarket Notification process described below.
Class II devices are those which are subject to General Controls as well as
premarket demonstration of adherence to certain Performance Standards or other
Special Controls as specified by the FDA. Premarket review and clearance by
the FDA for these devices is accomplished through the 510(k) Premarket
Notification procedure. In the 510(k) Premarket Notification procedure, the
manufacturer submits appropriate information to the FDA in a Premarket
Notification submission. If the FDA determines that the
43
<PAGE>
device is "substantially equivalent" to a device that was legally marketed
prior to May 28, 1976, the date upon which the Medical Device Amendments of
1976 were enacted, or to another commercially available similar device
subsequently cleared through the 510(k) Premarket Notification process, it
will grant clearance to commercially market the device. It generally takes
from three to 12 months from the date of submission to obtain clearance of a
510(k) submission, but may take longer. If the FDA determines that the device,
or its labeled intended use, is not "substantially equivalent," the FDA will
automatically place the device into Class III.
A Class III product is a product which has a wholly new intended use or is
based on advances in technology for which the device's safety and
effectiveness cannot be assured solely by the General Controls, Performance
Standards and Special Controls applied to Class I and II devices. These
devices often require formal clinical investigation studies to assess their
safety and effectiveness. A PMA from the FDA is required before marketing of a
Class III product can proceed. The PMA process is much more extensive than the
510(k) Premarket Notification process. In order to obtain a PMA, Class III
devices, or a particular intended use of any such devices, usually must
undergo clinical trials pursuant to an application submitted by the
manufacturer for an IDE. An approved IDE exempts the manufacturer from the
otherwise applicable FDA regulations and grants approval for the conduct of
the human clinical investigation to generate the clinical data necessary to
scientifically evaluate the safety and efficacy of the Class III device or
intended use.
When a manufacturer believes that sufficient pre-clinical and clinical data
has been generated to prove the safety and efficacy of the new device or new
intended use, it may submit a PMA application to the FDA. An FDA review of a
PMA application generally takes one to two years from the date the PMA
application is accepted for filing, but may take significantly longer. In
approving a PMA application, the FDA may also require some form of post-market
surveillance whereby the manufacturer follows certain patient groups for a
number of years, making periodic reports to the FDA on the clinical status of
those patients, to ensure that the long-term safety and effectiveness of the
device are adequately monitored for adverse events. Most pre-amendment devices
(those marketed prior to the enactment of the Medical Device Amendment of
1976) are, in general, exempt from such Premarket Approval requirements, as
are Class I and Class II devices.
The Company's products include both pre-amendment and post-amendment Class
I, II and III medical devices. All currently marketed devices hold the
relevant exemptions or premarket clearances or approvals, as appropriate,
required under federal medical device law.
In addition, the Company's manufacturing processes are required to comply
with GMP regulations which cover the methods and documentation of the design,
testing, production, control, quality assurance, labeling, packaging and
shipping of the Company's products. The Company's facilities, records and
manufacturing processes are subject to periodic unscheduled inspections by the
FDA or other agencies.
Failure to comply with applicable U.S. medical device regulatory
requirements could result in, among other things, warning letters, fines,
injunctions, civil penalties, repairs, replacements, refunds, recalls or
seizures of products, total or partial suspensions of production, refusal of
the FDA to grant future pre-market clearances or approvals, withdrawals or
suspensions of current clearances or approvals, and criminal prosecution.
There are currently no adverse regulatory compliance issues or actions pending
with the FDA at any of the Company's facilities and none of the recent FDA GMP
audits conducted at Company facilities have resulted in any adverse compliance
enforcement actions by the Agency.
The Company is also subject to regulations in many of the foreign countries
in which it sells its products in the areas of product standards, packaging
requirements, labeling requirements, import restrictions, tariff regulations,
duties and tax requirements. Many of the regulations applicable to the
Company's devices and products in such countries are similar to those of the
FDA. The national health or social security organizations of certain such
countries require the Company's products to be qualified before they can be
marketed in those countries. To date, the Company has not experienced
difficulty in complying with these regulations.
44
<PAGE>
The Company is also implementing policies and procedures intended to allow
the Company to position itself for the changing international regulatory
environment. The ISO 9000 series of standards has been developed as an
internationally recognized set of guidelines that are aimed at ensuring the
design and manufacture of quality products. A company that passes an ISO audit
and obtains ISO registration becomes internationally recognized as being well
run and functioning under a competent quality system. In certain foreign
markets, it may be necessary or advantageous to obtain ISO 9000 series
certification, which, in some ways, is analogous to compliance with the FDA's
GMP requirements. The European Union has promulgated rules which require that
medical products receive a CE mark by mid-1998. A CE mark is an international
symbol of adherence to certain standards and compliance with applicable
European medical device requirements and certification. ISO 9000 series
certification is one of the prerequisites for CE marking of most of the
Company's products. ISO 9001 is the highest level of ISO certification,
covering both the quality system for manufacturing as well as that for product
design control; ISO 9002 covers the quality system for manufacturing
operations that do not include product design. Certain of the Company's
facilities have received ISO certification and ISO certification is being
pursued at the others. See "--Manufacturing."
The Company must obtain export certificates from the FDA before it can
export some of its products.
Certain provisions of the Social Security Act, commonly known as the
"Medicare Fraud and Abuse Statute," prohibit entities, such as the Company,
from offering, paying, soliciting or receiving any form of remuneration in
return for the referral of Medicare or state health program patients or
patient care opportunities, or in return for the recommendation, arrangement,
purchase, lease or order of items or services that are covered by Medicare or
state health programs. Violation of the Anti-Kickback Statute is a felony,
punishable by fines up to $25,000 per violation and imprisonment for up to
five years. In addition, the Department of Health and Human Services may
impose civil penalties excluding violators from participation in Medicare or
state health programs. Many states have adopted similar prohibitions against
payments intended to induce referrals of Medicaid and other third party payor
patients.
Federal physician self-referral legislation prohibits, subject to certain
exemptions, a physician or a member of his immediate family from referring
Medicare or Medicaid patients to an entity providing "designated health
services" in which the physician has an ownership or investment interest, or
with which the physician has entered into a compensation arrangement. The
penalties for violations include a prohibition on payment by these government
programs and civil penalties of as much as $15,000 for each violative referral
and $100,000 for participation in a "circumvention scheme."
LEGAL PROCEEDINGS
In 1990, the Company voluntarily recalled certain acetabular cups. Of all
such products sold and implemented, less than 2% have resulted in incidents of
product failure reported by the Company. Of those reported incidents, as of
October 1996, 268 resulted in claims against the Company for product failure,
of which all but 40 have been settled. Of those settled incidents, 65 were in
litigation. Forty-three claims remain in litigation. All such claims and suits
have been treated as one occurrence under the applicable insurance policies.
Any additional claims will be paid by the Company's insurers.
On April 20, 1994, DePuy Motech was served with a class action complaint,
entitled Barbara Brown et al v. DePuy Motech et al, filed in the U.S. District
Court for the Eastern District of Louisiana on behalf of individuals who claim
to have been damaged through the use of various types of surgical screws
implanted in spinal pedicles. DePuy ACE was subsequently served with this
complaint as well. Numerous other manufacturers of spinal products, hospitals,
physicians, medical societies and other associations were also sued. The suits
allege tortious misconduct against all manufacturers engaged in spinal product
manufacture and sale, several surgeons, industry associations and professional
medical associations. Specific counts range from product liability and
negligence to various conspiracies allegedly involving efforts to mislead the
FDA into approving the use of the screws in spinal pedicles. DePuy Motech has
been named in approximately 600 lawsuits for damages filed on behalf of
individuals who claim to have been damaged through the use of various types of
surgical screws in spinal pedicles. On August 4, 1994, the Federal Judicial
Panel on multi-district litigation ordered that all federal court cases be
transferred to and consolidated for pretrial proceedings, including the
determination of class certification, in the Federal District Court for the
Eastern District of Pennsylvania. On February 22, 1995, Chief
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<PAGE>
Judge Emeritus Louis C. Bechtle denied class certification. Individual suits
followed that denial. A hearing ordered by the Court to determine if any
factual basis exists to support the conspiracy count was held July 23, 1996.
On August 22, 1996, Judge Bechtle issued an order dismissing without prejudice
claims based on allegations of conspiracy and fraud and requiring that any
amended complaint be filed by September 30, 1996, which deadline was
subsequently extended to October 30, 1996. The Company believes that it has
substantial defenses to these claims and will continue to defend them
vigorously, although no assurance can be given of the eventual outcome of this
litigation.
On February 25, 1995, DePuy filed suit against BET, its licensor for
technology used in the LCS Knee in the U.S. District Court for the Northern
District of Indiana. The case was transferred to the U.S. District Court for
the District of New Jersey on April 25, 1996. DePuy is seeking a declaratory
judgment as to the proper construction of contract language relating to the
calculation of royalties on sales of various licensed products to purchasers
outside the United States. BET has counterclaimed seeking damages and a
declaration ordering DePuy to continue to pay royalties after the expiration
of the patents to which the royalties relate. DePuy has filed a motion for
partial summary judgment.
Joint Medical Products Corporation ("Joint Medical") filed a complaint on
April 3, 1995 in the U.S. District Court of Connecticut against DePuy Inc. and
several other manufacturers of orthopedic devices. The suit seeks injunctive
relief and treble damages for DePuy's alleged infringement of a patent owned
by Joint Medical. DePuy has filed a counterclaim seeking to have the patent
declared invalid and unenforceable. The Company believes it has substantial
defenses and is aggressively defending this action. The same patent was the
subject of an interference proceeding in the USPTO between Joint Medical and a
patentee from whom the Company has a license. On October 3, 1996, Joint
Medical announced that it had prevailed in the interference proceeding,
establishing its right to ownership of the patent. The resolution of the
interference proceeding does not affect the defenses the Company has against
the claims of Joint Medical.
On September 22, 1994, the Company filed a patent infringement suit against
Biomet, Inc. in the U.S. District Court for the Northern District of Indiana
seeking injunctive relief and damages. DePuy claims that Biomet, Inc.
infringed a DePuy patent for a modular hip by making and selling infringing
hip prostheses. On April 17, 1995, the Company filed an amended complaint,
adding claims for infringement of a second modular hip patent and for
misappropriation of trade secrets, adding a prior DePuy employee who went to
work for Biomet as a defendant. DePuy subsequently added claims for inducing
infringement and contributory infringement as well as claims for infringement
of a supertaper patent. A motion by DePuy for leave to file second amendments
to the amended complaint and a second supplemental complaint was granted
during July 1996. Claims for interference with contract, additional claims for
misappropriation of trade secrets, as well as claims for infringement of an
additional patent were added.
On February 8, 1994, Sofamor Danek filed a patent infringement suit against
DePuy Motech in the United States District Court for the Southern District of
Indiana, Indianapolis Division seeking injunctive relief and damages. DePuy
and Biedermann Motech GmbH were later added as additional parties. Sofamor
Danek claimed that DePuy Motech's MOSS Miami spinal system infringes three
patents owned by Sofamor Danek Group, Inc. On April 9, 1996, the Court ordered
a stay of all activity pending the Court's disposition of DePuy Motech's
Motions for Summary Judgment. On June 19, 1996, the Court entered a summary
judgment order in favor of DePuy Motech as to infringement of one patent and
on October 11, 1996, the Court entered a summary judgment order in favor of
DePuy Motech as to infringement of the other two patents.
In addition, the Company is party to certain other routine litigation
incidental to its business. The Company does not believe that any litigation
to which it is a party is likely, individually or in the aggregate, to have a
material adverse effect on the Company's business, financial condition and
results of operations.
On June 26, 1996, the Supreme Court decided the case Medtronic, Inc. v.
Lohr, holding that the Medical Device Amendments to the Food, Drug, and
Cosmetics Act does not preempt state law tort actions when there exists no
specific counterpart federal products regulation. The Company does not
anticipate at this time that the decision will have a material adverse effect
on the Company. However, it is not possible to predict what impact, if any,
the decision may have.
46
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below are the names, ages, positions and a brief description of
the Company's directors and executive officers:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
James A. Lent...................... 53 Chairman of the Board and Chief Executive Officer
Michael J. Dormer.................. 45 President and Chief Operating Officer
R. Michael McCaffrey............... 54 President, DePuy Development, Inc.
William E. Tidmore, Jr. ........... 54 President, DePuy Motech
Robert E. Morel.................... 59 President, DePuy ACE
Calvin G. Andre.................... 48 President, DePuy OrthoTech
James M. Taylor.................... 40 President, DePuy International
Steven L. Artusi................... 52 Senior Vice President, General Counsel and Secretary
Thomas J. Oberhausen............... 44 Senior Vice President, Chief Financial Officer and Treasurer
G. Taylor Seward................... 50 Senior Vice President, Personnel
Richard C. Bolesky................. 64 Director
Richard A. Gilleland............... 52 Director
Gerald C. Hanes.................... 59 Director
M.L. Lowenkron..................... 65 Director
Robert Volz, M.D................... 64 Director
Anthony Williams................... 50 Director
</TABLE>
James A. Lent has been Chairman and Chief Executive Officer of DePuy since
1991, having served as President from 1985 to 1991. Prior to joining DePuy,
Mr. Lent worked for Johnson & Johnson from 1967 to 1985, serving as President
of J&J Orthopaedics from 1982 to 1985. Mr. Lent is a member of the Board of
Directors of Corange and also serves on the Board of Directors of
Spectranetics Inc., a cardiovascular device company.
Michael J. Dormer has been President and Chief Operating Officer of DePuy
since August 1996. Prior to that, he served as President of DePuy
International since 1993 and as Executive Vice President from 1992 until 1993.
Before joining DePuy International, he worked for Johnson & Johnson as
Managing Director, J&J Orthopaedics Europe and J&J Professional Products
Europe.
R. Michael McCaffrey became President of DePuy Development, Inc., which is
engaged in business development for the DePuy worldwide group, in August 1996.
Prior to that, from 1994 until 1996, he was President of DePuy Motech, from
1990 until 1994 he was President of DePuy, and from 1985 until 1990 held
various positions at DePuy in management, marketing and sales.
William E. Tidmore, Jr. has served as President of DePuy Motech since August
1996. Prior to that, he served as President of DePuy Orthopedics, a division
of DePuy, from 1994 to 1996, as Executive Vice President of DePuy from 1993 to
1994, as President of DePuy International from 1992 to 1993 and as Vice
President, International of DePuy Inc. from 1988 until 1992. Mr. Tidmore
joined DePuy in 1986.
47
<PAGE>
Robert E. Morel has served as President and Chief Executive Officer of DePuy
ACE since May 1996. From 1993 until 1996, he served as Senior Vice President,
Operations for DePuy. From 1985, when he originally joined DePuy, until 1993,
he was Vice President, Operations.
Calvin G. Andre has been President of DePuy OrthoTech (which was acquired by
DePuy in 1996) since 1992 and Chief Executive Officer since 1994. Prior to
1992, Mr. Andre held various positions at Decora, Inc., a manufacturer of
specialty decorative products, and acted as president of various Decora, Inc.
subsidiaries.
James M. Taylor has been President of DePuy International since August 1996.
He joined DePuy in July 1994 as Vice President, Operations. From June 1993
until April 1994, Mr. Taylor was the Chief Executive Officer of MSS Group in
the U.K. From 1989 to June 1993, Mr. Taylor was employed by Chloride
Industrial Batteries Ltd., as Operations Director.
Steven L. Artusi has served as the Company's Senior Vice President, General
Counsel and Secretary since 1992. Mr. Artusi served as Vice President, Legal
and Regulatory Affairs for the DePuy, Division of BMC from 1987 to 1992 and as
Corporate Counsel of BMC from 1985 to 1987.
Thomas J. Oberhausen has served as Senior Vice President and Chief Financial
Officer of DePuy since 1992 and from 1993 to 1995, he also served as the
Finance Director for DePuy International. He joined Bio-Dynamics, Inc., a
subsidiary of BMC, in 1980.
G. Taylor Seward has served as Senior Vice President, Personnel of DePuy
since 1990. Mr. Seward joined DePuy in 1978 and prior to 1990 held various
positions in DePuy's human resources department, including Personnel Manager,
Director of Personnel and Vice President, Personnel.
Richard C. Bolesky has been a Director of the Company since July 1996. Mr.
Bolesky served as Vice President, Research and Development of DePuy from 1982
until 1990. From 1990 until his retirement in 1994 he was Senior Vice
President, Technology. Since retiring in 1994, Mr. Bolesky has served as a
consultant to DePuy.
Robert Volz, M.D. has been a Director of the Company since July 1996. Dr.
Volz is a Professor of Surgery at the University of Arizona, Health Services
Center, and served as Chief of Orthopedic Surgery from 1985 to 1992. Dr. Volz
is on the staff at Tucson Veterans' Administration Hospital, Tucson Medical
Center and Tucson General Hospital. Dr. Volz has served as a design consultant
to DePuy since 1986 and is President of Robert G. Volz & Co., which provides
services to the Company. In connection with such design services, the Company
paid to Dr. Volz and Robert G. Volz & Co. an aggregate of approximately
$1,300,000 in royalty fees in 1995.
Richard A. Gilleland has been a Director of the Company since July 1996.
From 1995 until 1996, he served as President and Chief Executive Officer of
AMSCO International, Inc., a healthcare supplies manufacturer. He served from
1990 until 1995 as Chairman, President and Chief Executive Officer of Kendall
International, Inc., a medical supplies manufacturer. Mr. Gilleland is a
Director of Quest Medical Inc., Ornda Healthcorp, Tyco International, Ltd. and
Physicians Resource Group.
Gerald C. Hanes has been a Director of the Company since July 1996. Since
1988, Mr. Hanes has been President of Personal Investment Consultants, Inc.
M. L. Lowenkron has been a Director of the Company since July 1996. From
1995 until June 1996, he was President and Chief Executive Officer of G.
Heileman Brewing Company, Inc. and a Director from 1994. Mr. Lowenkron was
Chief Executive Officer of A&W Brands, Inc. from 1980 until 1993 and Chairman
from 1991. He also serves as a Director of Triarc Companies, Inc., a holding
company of various food distributors.
Anthony Williams has been a Director of the Company since July 1996. Mr.
Williams is a partner at the law firm of Coudert Brothers, which firm provides
legal services to the Company. Mr. Williams is also a Director of Corange.
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<PAGE>
BOARD COMMITTEES
The Board of Directors has two standing committees, a Compensation Committee
and an Audit Committee, each of which was formed in September 1996.
Audit Committee. The Audit Committee will meet with the Company's
independent public accountants to discuss the scope and results of their
examination of the books and records of the Company. It will also meet with
the independent public accountants to discuss the adequacy of the Company's
accounting and control systems. The Committee will review the audit schedule
and consider any issues raised by any member of the Committee, the independent
public accountants, the internal audit staff, the legal staff or management.
Each year it will recommend to the full Board of Directors the name of an
accounting firm to audit the financial statements of the Company. The Audit
Committee consists of Messrs. Lowenkron (Chairman), Gilleland and Volz.
Compensation Committee. The Compensation Committee will establish overall
employee compensation policies and recommend to the Board major compensation
programs. The Compensation Committee will review the performance of corporate
officers and will review and approve compensation of directors and corporate
officers, including bonus compensation and stock option and other stock
awards, except that the Stock Option and Bonus Subcommittee of the
Compensation Committee (the "Compensation Subcommittee") will administer the
Company's employee stock purchase plan and equity incentive plan described
below and will review and approve certain compensation to corporate officers
to the extent necessary for such compensation to be deductible by the Company
pursuant to the Internal Revenue Code of 1986, as amended (the "Code"). The
Compensation Committee consists of Messrs. Gilleland, Hanes and Williams, and
the Compensation Subcommittee consists of Messrs. Gilleland and Hanes.
DIRECTOR COMPENSATION
Directors receive no annual retainer for services provided in that capacity
but, except for any director who is also an employee of the Company, receive a
meeting fee of $3,000 plus expenses for each meeting of the Board attended and
a meeting fee of $1,000 plus expenses for each meeting (including telephonic
meetings) attended as a member of a Board committee at a time other than at a
regular Board meeting. In addition, the DePuy, Inc. 1996 Equity Incentive Plan
(the "Incentive Plan") (as described below) provides for formula-based grants
of options to non-employee directors. See "--Employee Plans--1996 Equity
Incentive Plan."
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
For the last fiscal year, the Company did not have a Compensation Committee.
Compensation for the Company's executive officers, other than the Chairman,
was recommended by the Chairman to and approved by the Board of Directors of
Corange. The compensation of the Company's Chairman was determined by the
Board of Directors of Corange.
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<PAGE>
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the aggregate cash compensation paid to the
Company's chief executive officer and four other most highly compensated
executive officers (the "Named Officers") by the Company or its subsidiaries
during the fiscal year 1995.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS(1)
-------------------------------------------- ---------------------------------------
PAYOUTS
(PAYMENT
OF VESTED
OTHER ANNUAL PRIOR ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) AWARDS) ($) AWARDS ($) COMPENSATION ($)
- --------------------------- ---- ---------- --------- ---------------- ----------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
James A. Lent........... 1995 529,038 300,000(2) -- 192,758 229,770 7,498(6)
Chairman of the Board
and
Chief Executive Officer
Michael J. 1995 209,723 97,094 -- 41,442 116,155 --
Dormer(3)(4)...........
President and Chief
Operating Officer
R. Michael McCaffrey.... 1995 264,575 102,000 -- 137,414 144,552 8,745(6)
President, DePuy
Development, Inc.
William E. Tidmore, Jr. 1995 211,045 85,000 -- 44,364 94,712 12,594(6)
.......................
President, DePuy Motech
Robert E. Morel(5)...... 1995 173,442 70,000 -- 75,112 80,936 12,890(6)
President, DePuy ACE
</TABLE>
- --------
(1) Awards made under LTIP I and LTIP II, as described below.
(2) Mr. Lent's compensation includes $75,000 of additional compensation paid
for serving as chief spokesperson for the Corange Group.
(3) Mr. Dormer's compensation, which was paid to him in the United Kingdom,
has been converted into U.S. dollars based on an exchange rate of $1.5535
per British Pound, the Noon Buying Rate in New York for cable transfers
payable in foreign currencies as of December 29, 1995, as certified for
customs purposes by the Federal Reserve Bank of New York (the "Federal
Reserve Rate"). In 1995, the Noon Buying Rate ranged from a high of
$1.6440 to a low of $1.5302 per British pound.
(4) Mr. Dormer's compensation for 1995 reflects his prior position as
President of DePuy International. Mr. Dormer was appointed President and
Chief Operating Officer of the Company, effective August 5, 1996, at a
salary of $350,000.
(5) Mr. Morel's compensation for 1995 reflects his prior position as Senior
Vice President, Operations of the Company. Mr. Morel was appointed
President of DePuy ACE, effective May 1996, at a salary of $250,000.
(6) Includes contributions by the Company to the Corange Retirement Income
Plan and to the Corange Cash Accumulation Plan.
EMPLOYEE PLANS
Management Annual Incentive Plan. The Company maintains an annual incentive
program for certain officers and key employees (the "Bonus Plan"). Under the
Bonus Plan, cash awards are made to individuals at the discretion of the
Company's management, based on the performance of the Company with respect to
predetermined objectives set forth in the Company's Management by Objective
program and the contribution of the individual towards reaching such
objectives. The amount of awards made under the Bonus Plan to Messrs. Lent,
Dormer, McCaffrey, Tidmore and Morel in 1995 was $300,000 ($75,000 of which
was additional compensation for serving as chief spokesperson for the Corange
group), $97,094, $102,000, $85,000 and $70,000 respectively.
Long-Term Incentive Plan. The Company has adopted a long-term incentive plan
("LTIP I"), which is sponsored by Corange for eligible senior executives of
Corange and its worldwide affiliates, including the Company, based on the
global performance of Corange. To be eligible, an executive must be determined
by a committee of Corange officers to have a direct impact on the long-term
performance of Corange and be approved by the Board of Directors of Corange.
Currently, fourteen of the Company's executives participate, including the
Named Officers. Under LTIP I, an executive is awarded performance units, the
number of which is based on the
50
<PAGE>
committee's overall assessment of the performance of Corange and the
individual executive's performance and potential impact on the performance of
Corange. Each outstanding performance unit has an initial value determined in
U.S. dollars as of the date of grant and, once granted, can only increase in
value. Awards may be increased annually, based on the corporate results of
Corange, except that any annual increase cannot be less than the corresponding
annual increase in the U.S. long-term Treasury bill interest rate. Any annual
increase in the value of a new performance unit award automatically increases
the value of any outstanding performance units. In the case of an employee who
elects to defer payment of an award beyond the fifth anniversary of the grant
date, the value of the performance units subject to such award cannot be
increased after the fifth anniversary of the grant date, except to reflect any
annual increase in the U.S. long-term Treasury bill interest rate. LTIP I
awards are subject to a four-year graded vesting schedule, such that an
employee who has received an award of performance units will vest cumulatively
as to 40% of the performance units awarded on the first anniversary of the
grant date and 20% of the performance units on each of the second, third and
fourth anniversaries of the grant date. LTIP I awards are paid to the
executive as soon as practicable after they have vested, except that employees
may elect to defer payment of a portion or all of their LTIP I awards until
the end of any calendar year between the date of vesting and the fifteenth
anniversary of the grant date. The value of units awarded during 1995 under
LTIP I to Messrs. Lent, Dormer, McCaffrey, Tidmore and Morel, based on a unit
value of $12.42 as of December 31, 1995, was $229,770, $69,550, $69,552,
$44,712, and $9,936 respectively.
Additional Long-Term Incentive Plan. The additional long-term incentive plan
("LTIP II") is an annual incentive plan which provides annual cash awards to
employee participants, based on the Company's worldwide performance for the
prior year as well as a participant's individual performance. Awards vest
cumulatively over a three-year period such that 25% of an award and earnings
thereon vests on the January 1 following the January 1 on which the award was
made, an additional 25% vests on the following January 1 and the award vests
fully on the third January 1 following the award date. Awards which vest on
January 1st of any year are paid to the participant, to the degree vested, at
such time. The LTIP II covers 48 executives of the Company (not including Mr.
Lent). Awards made to participants are invested by the Company in mutual
funds; however, a return of no less than the return on a 30-year Treasury Bill
is guaranteed on such invested awards. The plan provides for a target payout
to a participant of 20% of his or her base salary and a maximum payout of 30%
of his or her base salary. The value of awards made during 1995 under LTIP II
to Messrs. Dormer, McCaffrey, Tidmore and Morel was $46,605, $75,000, $50,000,
and $71,000 respectively.
No additional awards will be made under LTIP I or LTIP II subsequent to
April 30, 1996. In addition, prior to the date of the Offering, LTIP I will be
amended to provide that any awards which were granted to participants under
LTIP I prior to or as of April 30, 1996 will vest immediately and in full as
of the date on which the participant executes an agreement with the Company
pursuant to which the participant will receive phantom stock units under the
Incentive Plan (see "--1996 Equity Incentive Plan"), and, on such date, the
participant's vested awards under LTIP I will be cancelled. It is expected
that all fourteen of the Company's executives who participate in LTIP I will
receive phantom stock units under the Incentive Plan and that all awards
granted to such executives under LTIP I will be cancelled.
Corange Retirement Income Plan. The Corange Retirement Income Plan (the
"RIP") is a tax-qualified target benefit plan sponsored by CUSHI for the
benefit of the employees of CUSHI and its affiliates, including the Company.
The RIP covers substantially all of the non-union employees of the Company.
Under the RIP, the Company is required to make a prescribed annual
contribution to the plan, up to statutorily prescribed limits, payable ratably
on a monthly basis, in an amount determined necessary to meet the projected
targeted benefit under the RIP when all of such contributions and earnings
thereon (at an assumed rate of return specified in the plan) are accumulated
to the participant's attainment of age 65, the normal retirement date under
the plan. The targeted benefit with respect to any participant is equal to the
product of 30% of the participant's average compensation (determined with
respect to the three calendar years out of the most recent four calendar years
in which the participant received the largest amount of compensation) and the
amount of the participant's credited service (determined in months, up to a
maximum of 360) divided by 360. A separate account is established with respect
to each participant under the plan. Amounts contributed under the RIP are
invested by the plan's trustee, currently the NBD Bank, N.A., and the benefit
which is payable under the RIP is the amount which can be
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provided from the assets accumulated in the participant's account under the
plan. Thus, there is no guaranty under the RIP that the amount available at
retirement will be sufficient to provide the targeted benefit. Retirement
before age 65 can be elected under certain conditions. Benefits under the plan
are generally payable in the form of a 50% joint and survivor annuity with the
participant's spouse as the joint annuitant, although a participant may elect,
with the consent of his or her spouse in the case of a married participant, to
receive a single lump sum payment or certain other forms of annuity payments.
The Company made a contribution to the RIP in 1995 in the amount of $897,558.
A participant generally vests 100% in the Company contributions made to the
RIP upon completing five years of service. A separate successor RIP will be
established by the companies (other than the Company) which participate in the
RIP, and, in accordance therewith, assets currently allocated on behalf of
employees of such other companies under the RIP will be transferred as soon as
practicable following the Offering from the RIP to the successor plan
established by such other companies.
Corange Cash Accumulation Plan. The Corange Cash Accumulation Plan (the
"401(k) Plan") is a tax-qualified employee savings and retirement plan
maintained by CUSHI for the benefit of the employees of Corange and its
affiliates, including the Company. The 401(k) Plan covers substantially all of
the Company's non-union employees. Employees eligible to participate may elect
to contribute, on a before-tax basis, between 2% and 11% of their
compensation, up to statutorily prescribed limits, to the 401(k) Plan as a
savings contribution. The Company matches 100% of the pre-tax contributions
made by a participant, up to 4% of the participant's compensation. The
Company's contribution to the 401(k) Plan for the 1995 year was $1,250,360. A
participant's interest in his or her pre-tax contributions, after-tax
contributions and rollover contributions to the 401(k) Plan are 100% vested
when contributed to the plan. A participant's interest in the Company's
matching contributions generally vests 100% upon the participant's completion
of three years of service with the Company or with certain affiliates of the
Company. A separate successor 401(k) Plan will be established by the companies
(other than the Company) which participate in the 401(k) Plan, and, in
accordance therewith, assets currently allocated on behalf of employees of
such other companies under the 401(k) Plan will be transferred as soon as
practicable following the Offering from the 401(k) Plan to the successor plan
established by such other companies.
Corange U.S. Holdings, Inc. Retirement Excess Plan. The Corange U.S.
Holdings, Inc. Retirement Excess Plan (the "Excess Plan") is maintained by
CUSHI for the benefit of eligible employees of CUSHI and its affiliates,
including the Company. The Excess Plan is intended to offset the limitations
under the Code that are placed on benefits under the RIP by providing eligible
employees benefits in excess of those available to such employees under the
RIP. Employees are eligible to participate in the Excess Plan in the year
following the year in which the amounts allocable to their accounts under the
RIP are limited by the limit imposed under the Code. Under the unfunded Excess
Plan, a recordkeeping account is established on behalf of each participant
which is credited, annually, with the difference between the amount of the
employer contribution that would have been credited to the participant under
the RIP had the Code limit not applied and the amount of the employer
contribution that actually was credited to the participant under the RIP
because of such limit, provided that no more than $10,000 may be credited to a
participant's account for any single calendar year. A participant's benefit
under the Excess Plan becomes 100% vested and nonforfeitable after five years
of service with the Company and becomes payable, in a single lump sum payment,
at the time that the participant becomes eligible to receive benefits under
the RIP. In the event of a participant's death, the benefit credited to his or
her account is payable as a death benefit to the participant's beneficiary.
Currently, the Excess Plan covers Mr. Morel and other employees of the
Company.
Supplemental Retirement Plan (Plan No. 1). The Company has adopted the CUSHI
Supplemental Retirement Plan (Plan No. 1) (the "SERP 1") which is sponsored by
CUSHI for the senior executives of the companies in the CUSHI consolidated
group, including the Company. Plan participants are selected by the Chief
Executive Officer of Corange or the Board of CUSHI from the senior executives
of the companies in the CUSHI consolidated group, including the Company. Upon
reaching the normal retirement date under the plan (defined as the last day of
the CUSHI pay period immediately following a participant's 65th birthday)
while employed by CUSHI or any of its affiliates, a participant is eligible
for supplemental retirement benefits under the plan in an annual amount,
payable for the participant's lifetime, equal to 60% of the participant's
final average CUSHI income, reduced by the sum of the participant's retirement
income from sources other than CUSHI, the benefit
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payable to the participant under the RIP, any benefit payable to the
participant under any defined benefit retirement arrangement maintained by
Corange or by any non-U.S. based affiliate of Corange and by one-half of the
participant's primary social security benefits. For purposes of the plan, the
participant's final average CUSHI income is determined as the annual average
of the 36-month period ending on the date of the participant's termination of
employment and includes, with respect to a fiscal year, base salary, one-half
of the annual cash bonus paid to the participant by CUSHI, participant
deferrals pursuant to a 401(k) plan maintained by CUSHI, salary or bonus
amounts deferred under any CUSHI nonqualified deferred compensation
arrangement and amounts excluded from wages pursuant to a cafeteria plan
maintained by CUSHI. The plan also provides for reduced supplemental early
retirement, disability and death benefits. A participant forfeits benefits
under the plan if the participant's employment is terminated for cause or, if
terminated upon death or disability, before completing 5 years of service or
reaching age 60 or, if terminated other than upon retirement, death or
disability, before completing 10 years of service with CUSHI. In addition, a
participant's continuing right to receive benefits is conditioned on the
participant's compliance with certain noncompetition, nonsolicitation and
confidentiality plan requirements. Currently, the SERP 1 covers Mr. Lent.
Supplemental Retirement Plan (Plan No. 2). The CUSHI Supplemental Retirement
Plan (Plan No. 2) (the "SERP 2") is sponsored by CUSHI for the executives of
CUSHI and its affiliates, including the Company. The SERP 2 covers executives
not covered by the SERP 1. The SERP 2 provides the same level of benefits
provided in the SERP 1 and generally contains the same provisions as described
above with respect to the SERP 1. However, for purposes of determining the
participant's final average CUSHI income, any annual cash bonus paid to the
participant with respect to a fiscal year or any bonus amount which is
deferred under any CUSHI nonqualified deferred compensation arrangement is not
taken into account. Currently, the SERP 2 covers Messrs. Tidmore, McCaffrey
and other senior executives of the Company.
Amounts necessary to fund the benefits under the SERP 1 and the SERP 2 are
determined by the Company's actuarial consultants and such amounts are then
paid into a grantor trust to provide the benefits under the plans. While the
purpose of the trust is to provide plan participants with greater security
that their benefits will be paid, the assets held under the trust become
available to be paid to the Company's creditors in the event of the Company's
insolvency. The Company is liable for any payments under the plans to the
extent that payments are not made from the trust. A separate successor SERP 1
and SERP 2 will be established by the companies (other than the Company) which
participate in SERP 1 and SERP 2, and, in accordance therewith, assets
currently allocated on behalf of employees of such other companies under the
SERP 1 and under the SERP 2 will be transferred as soon as practicable
following the Offering from the SERP 1 and the SERP 2, as applicable, to the
successor plans established by such other companies.
Estimated Retirement Benefits Under the RIP, the Excess Plan, the SERP I and
the SERP II. If Messrs. Lent, McCaffrey, Tidmore and Morel continue in the
positions identified above and retire at their respective normal retirement
dates set forth under the RIP and the SERP I or the SERP II, as the case may
be, the estimated annual pension amounts payable under the RIP and the SERP I
or the SERP II, as the case may be, would be, respectively, with respect to
Mr. Lent, $36,000 and $344,012, with respect to Mr. McCaffrey $34,500 and
$116,757 and with respect to Mr. Tidmore, $33,000 and $86,244. With respect to
Mr. Morel, such amounts would be $25,500 and 0 (Mr. Morel does not participate
in the SERP I or the SERP II) and an additional estimated annual pension
amount of $1,410, stated as a single life annuity amount attributable to his
participation in the Excess Plan. As described above, the actual benefit under
the RIP is the amount actually accumulated in the participant's account as of
the payment date. The amount stated herein is the targeted single life annuity
benefit amount. The amount stated for the SERP I or the SERP II, as
applicable, is expressed as a joint and 50% survivor annuity amount.
DePuy International Ltd Pension and Life Assurance Scheme. DePuy
International has adopted the DePuy International Ltd Pension and Life
Assurance Scheme (the "UK Pension Plan") for the benefit of the permanent
salaried staff employees and employees at the director level of DePuy
International who are at least age 18, are not age 60 at the time that
participation commences and who elect to participate in the plan. Currently,
Mr. Dormer is the only Named Officer in the UK Pension Plan. Participants in
the plan are required to contribute 5% of their
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basic salaries plus specified allowances to the UK Pension Plan, except that
employees who are at the director level contribute at a 6% rate. Under the UK
Pension Plan, a participating employee who retires at age 65 (age 60 for
employees at the director level), the normal retirement date specified in the
plan, will receive a pension calculated as follows: 1/60th (other amounts may
be applicable with respect to participants who joined the plan before 1978)
multiplied by the employee's final pensionable salary (as defined below)
multiplied by the employee's pensionable service (as defined below). The
pension with respect to a plan participant who is at the director level
accrues at the rate of 1/30th of final pensionable salary for each year of
pensionable service, to a maximum benefit equal to two-thirds of such salary.
For purposes of the plan, an employee's pensionable salary is his or her basic
annual salary and the final pensionable salary is the average of the three
highest consecutive years of pensionable salaries during the ten-year period
preceding normal retirement or earlier date of termination of participation in
the plan. Pensionable service, for purposes of the UK Pension Plan generally
is an employee's consecutive years and months of participation in the plan.
Participants who retire may elect to receive a portion of their benefits in
the form of a tax-free lump sum payment, in which event benefits remaining to
be paid under the plan will be reduced.
Pensions payable under the plan are increased annually to reflect cost of
living increases. Pension benefits are guaranteed for five years and provide
for surviving spouse benefits payable on a joint and 50% survivor annuity
basis. If a participant dies while working for the Company, a lump sum life
assurance benefit and refund of the accumulated value of contributions made by
the participant will be paid pursuant to the direction of the plan's trustees
and a lifetime pension under the plan will be payable to the participant's
spouse. Participants who have attained age 50 may elect to receive a reduced
early retirement pension. The reduction may be waived by the plan's trustees
if the retirement is due to the serious ill health of the participant.
Participants can elect to make additional voluntary contributions under the
plan in order to provide additional pension benefits. Participants who leave
the employ of the company after they have completed two or more years of plan
membership are eligible to receive a deferred vested pension or to have the
value of their accrued benefits transferred to another plan. Participants who
terminate their employment prior to completing two years of plan membership
will receive a refund of their accumulated contributions. Participants in the
plan also receive long-term disability insurance benefits. Approximately 900
employees currently are participating in the UK Pension Plan. The aggregate
contribution of participating employers during 1995 to the UK Pension Plan was
$855,169 (based on a conversion at the Federal Reserve Rate).
DePuy International Executive Retirement Benefits Scheme. DePuy
International has adopted the DePuy International Executive Retirement
Benefits Scheme (the "UK Serp"). Currently, Mr. Dormer is the only participant
in the UK Serp. Under the UK Serp, DePuy International contributes an amount
which is actuarially determined each year as necessary to provide the
projected targeted benefit under the plan. The targeted benefit is two-thirds
of the participant's final pensionable salary (as such term is defined above)
when the benefits under the UK Serp are added to the benefits under the UK
Pension Plan. A separate account is established with respect to each
participant in the plan. Amounts under the UK Serp are invested and the
benefit which is payable under the plan is the amount which can be provided
from the assets accumulated in the participant's account under the plan. Thus,
there is no guaranty under the UK Serp that the amount available at retirement
will be sufficient to provide the targeted benefit. In the event of Mr.
Dormer's death, a lump sum death benefit is also payable under the plan. The
actuary with respect to the UK Serp has determined that the contribution with
respect to Mr. Dormer should be approximately 38.8% of his pensionable salary.
The targeted benefit under the UK Serp with respect to Mr. Dormer is $155,350
(inclusive of the benefit of $79,456 expected to be payable to him under the
UK Pension Plan), and the amount contributed with respect to Mr. Dormer to the
plan in 1995 was $39,964 (based on a conversion at the Federal Reserve Rate).
1996 Equity Incentive Plan. The Company will adopt, effective as of the date
of the Offering and subject to the approval of shareholders of the Company,
the Incentive Plan for the benefit of (1) the executive personnel, key
employees, sales representatives and consultants of the Company and its
affiliates and (2) the non-employee directors of the Company. Employees, sales
representatives and consultants will be selected to participate in the
Incentive Plan by a committee of the Board designated to administer the plan,
which is currently the
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Compensation Subcommittee. However, the Compensation Subcommittee has no
discretion to select non-employee directors to participate in the Incentive
Plan, which contains specific provisions with respect to the automatic
participation of the non-employee directors. Under the Incentive Plan,
participants may be awarded stock options, stock appreciation rights,
restricted stock and phantom stock units, performance awards payable in cash
or shares of stock and other stock-based awards.
Subject to the terms of the plan, the Compensation Subcommittee has the sole
discretion to administer the plan, including the discretion to make awards,
and to determine the number of shares to be covered by an option, stock
appreciation right, restricted stock or restricted stock unit, phantom stock
unit or other stock-based awards, the exercise price with respect to options,
the length of the restricted period with respect to restricted stock, the
performance goals to be achieved with respect to performance awards and the
form of payment thereof, vesting requirements and other terms and conditions
of the awards. The Incentive Plan provides that the aggregate number of shares
of the Company's stock which will be available under the Incentive Plan for
award to participants will be 9,400,000 plus the number of shares as equals
the value of vested awards under LTIP I divided by the initial public offering
price per share. The number of shares with respect to which awards may be
granted to any participant during any calendar year under the plan may not
exceed 1,000,000 shares. The maximum number of shares available for restricted
stock awards under the plan is 350,000. Upon a change of control of the
Company (as defined in the plan), all outstanding awards held by participants
will vest fully, become immediately exercisable or payable or have all
restrictions removed, as applicable, and no outstanding stock appreciation
right may be terminated, amended or suspended, unless it is determined that
the net after-tax amount to be realized by the participant would be greater if
such vesting did not occur. Specifically with respect to non-employee
directors, stock option awards made under the plan will vest in equal
cumulative annual installments over a three-year period from the grant date.
The Incentive Plan provides for an automatic grant of options, effective as
of the date of the Offering and with an exercise price equal to the initial
public offering price, with respect to 20,000 shares, to each non-employee
director of the Company immediately following the Offering. No director who is
a full-time employee of the Company or who owns beneficially more than 10% of
the total voting power of all classes of stock of the Company is eligible to
participate. The exercise price of options granted under the Incentive Plan to
non-employee directors shall be the fair market value as determined under the
plan as of the date of grant, and the options shall vest in equal cumulative
annual installments over three years.
The Compensation Subcommittee has granted, effective as of the date of the
Offering and with an exercise price equal to the initial public offering
price, option awards under the Incentive Plan to Mr. Lent, with respect to
150,000 shares, to Mr. Dormer, with respect to 75,000 shares, to Mr.
McCaffrey, Mr. Tidmore, Mr. Morel, Mr. Artusi, Mr. Oberhausen and Mr. Seward,
with respect to 40,000 shares each, and to Mr. Andre and Mr. Taylor, with
respect to 20,000 shares each, for a total option award to executive officers
with respect to 505,000 shares. In addition, the Compensation Subcommittee has
granted, effective as of the date of the Offering and with an exercise price
equal to the initial public offering price, option awards to managers with
respect to approximately 250,000 shares. The Compensation Subcommittee has
granted, effective as of the date of the Offering and with an exercise price
equal to the initial public offering price, option awards to sales
representatives with respect to approximately 400,000 shares. In addition,
approximately 6 non-employee directors have been granted, effective as of the
date of the Offering and with an exercise price equal to the initial public
offering price, option awards under the plan, for a total option grant to non-
employee directors with respect to 120,000 shares. In addition, the
Compensation Subcommittee is expected to grant, effective as of the date of
the Offering, vested phantom stock units to the participants in LTIP I, as
described above. The number of phantom stock units to be granted shall be
determined by reference to the initial public offering price of the stock of
the Company. The Compensation Subcommittee is also expected to provide certain
consultants, as soon as administratively practicable after the Offering, the
opportunity to exchange their right to receive in the future certain cash fees
in respect of services to be provided to the Company for options under the
Incentive Plan exercisable at the initial public offering price. The number of
such options that a consultant may receive in exchange for future amounts
payable by the Company will be determined pursuant to a formula developed by
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the Company's financial advisors. Any such exchange offer will be made
pursuant to a registration statement filed with the Securities and Exchange
Commission (the "Commission") setting forth the terms of such exchange. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Overview."
DePuy, Inc. Employee Stock Option/Purchase Plan. The Company will adopt,
effective as of January 1, 1997 or as soon as practicable thereafter, and
subject to shareholder approval, the DePuy, Inc. Employee Stock
Option/Purchase Plan (the "Stock Purchase Plan") for the purpose of providing
the employees of the Company and its subsidiary corporations with an
opportunity to participate in equity ownership of the Company by purchasing
stock of the Company at a discount. The maximum aggregate number of shares to
be issued under the Stock Purchase Plan will be 600,000. Under the Stock
Purchase Plan, four annual offerings of the Company's common stock will be
made, beginning as of January 1, 1997 or as soon as practicable thereafter,
and on each anniversary of the effective date thereafter for three years, and
running for a period of twelve months. Alternatively, each such annual
offering may be divided into two six-month offerings beginning as of January
1, 1997 or as soon as practicable thereafter, and on each anniversary of such
date thereafter, and on the date which is six months subsequent to such date
and each anniversary thereafter and terminating, respectively, on the
following June 30 and December 31. The committee administering the plan will
determine the maximum number of shares to be issued under the Stock Purchase
Plan during each annual period, except that the maximum number of shares to be
issued during the 1997 annual period will be 150,000. All employees who have
completed 90 days of employment with the Company are eligible to participate
in offerings under the Stock Purchase Plan. In order to participate, an
eligible employee must authorize payroll deductions at a rate of 1% to 10% of
base pay, which deductions are credited to the participant's plan account. On
the commencement date of each offering, a participant is deemed to have been
granted an option to purchase an amount of stock determined by a formula which
takes into account the percentage elected for payroll deductions, the amount
of the employee's base pay and the value assigned to the stock under the plan
for such date. The option price of the stock under the Stock Purchase Plan is
the lower of 85% of the fair market value of the stock on the offering
commencement date or 85% of the fair market value on the offering termination
date. No employee may be granted an option to participate in the plan if,
immediately after such grant, the employee would own stock or have outstanding
options to buy stock possessing 5% or more of the total voting power of the
stock of the Company or an option to participate which allows the employee's
rights to buy stock under all stock purchase plans of the Company to accrue at
a rate exceeding $25,000 in the fair market value of the stock for each year
in which such award is outstanding. A participant will be deemed to have
automatically exercised his or her option to purchase shares of the Company
during any offering, unless the participant elects otherwise in writing. Upon
termination of employment, all payroll deductions are returned to the
employee, except that if the employee dies, his or her beneficiary has the
right to use the accumulated payroll deductions to date to exercise the
participant's option to purchase stock. The Stock Purchase Plan is intended to
be a global plan, and it is expected that the Stock Purchase Plan will be
amended to cover certain employees of the Company outside the U.S., subject to
and in accordance with applicable local law.
The Stock Purchase Plan will be administered by a committee appointed by the
Board, which is currently the Compensation Subcommittee. The members of the
committee will not be eligible to participate in the Stock Purchase Plan.
EMPLOYMENT AND TERMINATION OF EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with the Named Officers.
The agreements require the Company to provide the executive with 24 months'
advance notice (36 months, in the case of Mr. Lent, and 3 months, in the case
of Mr. Dormer) if the Company terminates his employment for any reason other
than for cause, as defined in the agreement, or constructively terminates the
executive's employment (also with respect to Mr. Dormer, a previous agreement
with the Company provides that the Company must provide him with 24 months'
advance notice, at a rate of compensation lower than that in effect during the
term of his current employment agreement, if the Company terminates his
employment for any reason other than for cause, which provision remains
effective). An executive may terminate his employment with the Company upon 6
months'
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advance notice. During the applicable notice period, following notice given by
either the Company or the executive, during which the Company may discontinue
its use of the executive's services, the executive will receive continuation
of his salary, a prorated bonus with respect to such period, continuation of
his car allowance and continuation of participation in the 401(k) Plan (except
for Mr. Dormer who does not participate in such plan), the RIP (except for Mr.
Dormer who does not participate in the RIP), the SERP I or the SERP II, as
applicable (except for Messrs. Dormer and Morel who do not participate in the
SERP I or the SERP II), LTIP I, LTIP II and any successor stock plans, and the
Company's medical plans (under certain conditions, certain Named Officers may
be entitled to medical coverage for life). In addition, the employment
agreements with respect to Messrs. Lent, McCaffrey and Tidmore provide for
acceleration of eligibility to receive benefits under the applicable SERP at
age 55 if the executive's notice period is in effect and, if the Company's
notice period is in effect, the Company will make such funding as necessary to
provide the executive with enhanced benefits under the applicable SERP equal
to the amount that the executive would have received under the RIP and the
applicable SERP had he been employed by the Company for three years past the
last day of the Company's notice period.
Pursuant to Mr. Dormer's agreement, the Company will continue contributions
on his behalf to the UK Pension Plan and the UK Serp, at the rate effective on
the date notice is given, through the applicable notice period. In addition,
the Company will contribute to the UK Serp on Mr. Dormer's behalf a sum equal
to two years' contributions.
The current agreements with the Named Officers, as described above, will
cease to be effective as of May 31, 1997 (and any prior existing agreement
with respect to such terms shall again become effective) if, by such date, the
Offering or other form of transfer of all, or a part, of the ownership of the
Company, whether by public or private sale, has not taken place.
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CERTAIN TRANSACTIONS
The Company and BMC jointly insure the first level of their Product
Liability and Completed Operations Insurance coverage with Bellago, a wholly-
owned subsidiary of Corange. Pursuant to a policy effective November 15, 1994,
Bellago extended to the Company defense and indemnity protection for claims
arising from occurrences for which the Company is, or might be alleged to be,
liable to third parties during the period June 1, 1986 through May 31, 1994
and defense and indemnity protection for all claims brought against the
Company and/or BMC during the period June 1, 1994 through May 31, 1995. The
policy was renewed in 1995 and will be renewed in 1996. The policy provides
for insurance of $2.0 million per occurrence, $5.0 million per group of
related claims and $10.0 million in the aggregate annually. The limit of
coverage during each policy period corresponds with, and is equal to, that
amount of potential liability which is not covered by insurance coverage from
other insurance companies. Claims of DePuy and BMC in excess of the stated
limits of the Bellago policy are currently insured through policies with such
other insurance companies. The Company has not yet determined whether or not
it will continue to purchase joint coverage with BMC at the respective times
such policies are next renewed.
Prior to the Offering, the shares of BMC were transferred by CUSHI (the
predecessor of the Company) out of the CUSHI consolidated group. Pharminvest
cancelled outstanding indebtedness of CUSHI to Pharminvest in the amount of
$496.9 million and made a cash payment to CUSHI in the amount of $43.1
million, a portion of such aggregate amount constituting payment to CUSHI for
the BMC stock at its appraised fair market value, with the remaining portion
being a capital contribution to CUSHI and (to a nominal extent) additional
debt extended to CUSHI. See "Pre-Offering Reorganization."
Various subsidiaries of the Company have issued promissory notes in favor of
non-DePuy entities in the Corange group. Those notes, which will remain
outstanding following the Offering, call for the payment of various rates of
interest. Such notes involve an aggregate indebtedness of $60.5 million. Of
such amount, a total of $29.3 million in principal amount will become due in
1996. A total of $23.9 million will become due in 1999 and $1.2 million in the
year 2001. The remaining $6.1 million is in the form of demand notes with no
specified maturity dates.
The Debt Facility requires Corange to retain direct or indirect ownership of
at least 65% of the Company's voting stock. The Debt Facility contains
covenants which limit aggregate borrowings by all entities within the Corange
group, absent a consent from the lenders under the facility. All borrowings by
Corange and its direct and indirect subsidiaries, including the Boehringer
Mannheim companies and the DePuy companies, would be aggregated for purposes
of determining whether such aggregate limit on borrowings has been exceeded.
Should the Company require additional financing in the future, whether in
connection with financing acquisitions, capital expenditures, working capital
or otherwise, the Company's ability to borrow could be constrained (absent a
consent by the lenders) by the covenants in the Debt Facility; in addition,
should the Company wish to acquire any entity which has significant debt, the
Company's ability to consummate such transaction could also be constrained
(absent a consent by the lenders) by the covenants in the Debt Facility. The
notes issued under the Debt Facility have varying maturity dates, ranging from
the year 2003 to the year 2008. Corange may repay such notes at any time,
subject to certain conditions. The covenants contained in the Debt Facility
will continue to apply as long as any notes remain outstanding under the Debt
Facility.
At or prior to the consummation of the Offering, the Company and the Corange
Stockholders will enter into a Registration Rights Agreement, pursuant to
which the Corange Stockholders have the right (which right is assignable in
connection with any non-public sale of shares) to require the Company to file
one or more registration statements with the Commission registering, for
resale to the public, the shares of Common Stock held by the Corange
Stockholders. See "Shares Eligible for Future Sale."
At or prior to the consummation of the Offering, the Company will enter into
a tax allocation and indemnity agreement with Corange and BMC which, among
other things, will require Corange and BMC to indemnify the Company with
respect to tax liabilities of the Corange group for periods prior to the
consummation to the Offering (except for tax liabilities of the Company and
other DePuy group entities), and will require Corange to indemnify the Company
with respect to tax liabilities arising as a result of the pre-offering
reorganization of the DePuy group. See "Pre-Offering Reorganization."
58
<PAGE>
The Company funds, pursuant to an oral arrangement, ongoing research being
conducted by BMC in Indianapolis, Indiana. This arrangement involves research
performed by BMC relating to orthobiologic materials that might be used in
regeneration of human bone and cartilage, cell therapies and tissue
engineering. DePuy will have exclusive rights to all intellectual property
developed from the research. The arrangement began in 1992 and continues to
the present. From the beginning of this project through the end of 1996, the
Company expects to have spent approximately $2.5 million in the aggregate. It
is the Company's intention to continue this arrangement following the
Offering.
In connection with the Company's pre-offering reorganization, Lakeside, the
Mexican subsidiary affiliated with the Boehringer Mannheim business of the
Corange group, transferred certain of its assets attributable to the DePuy
business to a newly created subsidiary of CUSHI. See "Pre-Offering
Reorganization." In connection with such transfers the Company's newly-formed
subsidiary in Mexico, DePuy, Mexico, S.A. de C.V. has negotiated a two-year
Shared Services Agreement with Lakeside, which, among other things, would
require Lakeside to provide office and warehouse space, clerical assistance
and general administrative services, including accounting and bookkeeping
services, in exchange for a fee equal to 110% of the direct and indirect costs
of furnishing the services.
To manage foreign exchange risk associated with operations outside the U.S.,
the Company's subsidiaries have, and will for the immediate future enter into,
foreign currency exchange contracts with Corange to reduce exposure to
exchange rate movements. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
59
<PAGE>
PRINCIPAL STOCKHOLDERS
Prior to the Offering, all 90,000,000 outstanding shares of Common Stock of
the Company will be owned by Corange and three indirect wholly-owned
subsidiaries of Corange: CIL, CIHBV and Pharminvest. After the Offering, the
Corange Stockholders (after giving effect to the shares being sold by Corange
in the Offering) will continue to own 83,000,000 shares of the Common Stock of
the Company, or approximately 84.8% of the Common Stock outstanding (or
approximately 83.0% of the Common Stock outstanding, if the Underwriters'
over-allotment option is fully exercised).
The following table sets forth certain information regarding the beneficial
ownership by Corange and its subsidiaries of the Company's Common Stock
immediately prior to the Offering and as adjusted to reflect the sale of
Common Stock sold in the Offering (assuming no exercise by the Underwriters of
the over-allotment option):
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING AFTER OFFERING
----------------------- -----------------------
NUMBER NUMBER OF SHARES NUMBER
NAME OF BENEFICIAL OWNER OF SHARES PERCENT BEING OFFERED OF SHARES PERCENT
- ------------------------ ------------- --------- ---------------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Corange Limited......... 10,168,745 11.3% 7,000,000 3,168,745 3.2%
22 Church Street
HM 11
P.O. Box HM 2026
Hamilton, HM HX
Bermuda
Corange International
Limited................ 528,247 0.6 0 528,247 0.5
P.O. Box HM 2026
Hamilton HM HX
Bermuda
Corange International
Holdings B.V........... 13,272,193 14.7 0 13,272,193 13.6
Tripolis Building 100
Burgerweeshuispad 141
NL-1076 EW
Amsterdam, The Nether-
lands
Pharminvest S.A......... 66,030,815 73.4 0 66,030,815 67.5
145, rue de Treves
Luxembourg, G.D.
</TABLE>
The Corange Stockholders have no present intention of selling additional
shares of Common Stock and have entered into an agreement with the
Representatives of the Underwriters not to sell any such shares (other than in
connection with transfers to other direct or indirect subsidiaries of Corange,
provided such transferees will be subject to such sale restrictions) for a
period of 180 days after the date of this Prospectus without the consent of
Morgan Stanley & Co. Incorporated. See "Underwriting."
Pursuant to the Debt Facility, Corange is required to retain, as long as the
Debt Facility remains outstanding, direct or indirect ownership of at least
65% of the Company's voting stock. See "Certain Transactions."
At or prior to the consummation of the Offering, the Company and the Corange
Stockholders will enter into a Registration Rights Agreement, pursuant to
which the Corange Stockholders have the right (which right is assignable in
connection with any non-public sale of shares) to require the Company to file
one or more registration statements with the Commission registering, for
resale to the public, shares of Common Stock held by the Corange Stockholders.
See "Certain Transactions."
Corange is managed by a five-man Board of Directors consisting of the
following persons: Curt Engelhorn, James A. Lent, Gerhard Moller, Anthony
Williams and Michael Drew. Mr. Lent and Mr. Williams are also members of the
Board of Directors of DePuy. The shares of Corange are beneficially owned by
four family branches who are descended from the founders of the Boehringer
Mannheim companies in Germany. The family
60
<PAGE>
of Curt Engelhorn beneficially owns approximately 37.3% of the shares, the
family of Christof Engelhorn beneficially owns approximately 22.3% of the
shares, the family of Peter Engelhorn beneficially owns approximately 22.3% of
the shares and Christa Gelpke beneficially owns approximately 18.0% of the
shares. Messrs. Curt Engelhorn and Christof Engelhorn and Madame Traudl
Engelhorn (the widow of Peter Engelhorn) may be deemed to control the
shareholdings of their respective family branches. There are no agreements
among the four branches as to the voting of their shares in Corange, and since
none of such family branches owns a majority of shares of Corange, no branch
(except insofar as any branch may act in concert with one or more other
branches from time to time) is in a position to cause the election of
particular directors or to cause the shareholders to approve any matter with
respect to which shareholder approval may be required or sought.
61
<PAGE>
DESCRIPTION OF CAPITAL STOCK
GENERAL
Pursuant to the Company's Certificate of Incorporation, the Company's
authorized capital stock consists of 130,000,000 shares of Common Stock, par
value $.01 per share, and 10,000,000 shares of preferred stock, par value
$1.00 per share (the "Preferred Stock"), of which 90,000,000 shares of Common
Stock and no shares of Preferred Stock were outstanding immediately prior to
the Offering. Upon completion of the Offering, there will be 97,780,000 shares
of Common Stock outstanding. The Company's Certificate of Incorporation
provides that the Company may not issue more than an aggregate of 115,000,000
shares of Common Stock, (including, without limitation, any shares of Common
Stock reserved and/or in respect of options, warrants or other rights or in
respect of any securities convertible into or exchangeable for Common Stock),
without first receiving the consent in writing of any person who, directly
and/or through any direct or indirect over fifty percent-owned subsidiary,
owns over fifty percent of the Company's outstanding Common Stock.
The Certificate of Incorporation and by-laws contain certain provisions that
are intended to enhance the likelihood of continuity and stability in the
composition of the Board of Directors and which may have the effect of
delaying, deferring or preventing a future takeover or change in control of
the Company.
The following summary of certain provisions of the Company's capital stock
describes provisions of, but does not purport to be complete and is subject
to, and qualified in its entirety by, the Certificate of Incorporation and the
by-laws of the Company that are included as exhibits to the Registration
Statement of which this Prospectus forms a part and by the provisions of
applicable law.
COMMON STOCK
Each holder of Common Stock is entitled to one vote for each share held on
all matters on which holders of Common Stock are entitled to vote and, except
as otherwise required by law and except for any voting rights applicable to
any outstanding series of Preferred Stock, the holders of Common Stock possess
all voting power held by stockholders of the Company. All holders of shares of
Common Stock, subject to any preferences that may be applicable to any
outstanding series of Preferred Stock, are entitled to receive ratably such
dividends as may be declared by the Board of Directors out of funds legally
available therefor. In the event of a liquidation, dissolution or winding up
of the Company, holders of shares of Common Stock would be entitled to share
ratably in the Company's assets remaining after the payment of liabilities and
the satisfaction of any liquidation preference granted the holders of any
outstanding shares of Preferred Stock. Holders of shares of Common Stock have
no preemptive or other subscription rights. In addition, there are no
cumulative voting rights with respect to the election of directors. The
rights, preferences and privileges of the holders of shares of Common Stock
are subject to, and may be adversely affected by, the rights of the holders of
shares of any series of Preferred Stock which the Company may designate in the
future.
PREFERRED STOCK
The Board of Directors is authorized, subject to any limitations prescribed
by law, without stockholder approval, from time to time to issue up to an
aggregate of 10,000,000 shares of Preferred Stock in one or more series, each
of such series to have such terms, rights and preferences, including voting
rights, dividend rights, conversion rights, redemption privileges and
liquidation preferences, as may be determined by the Board of Directors.
Issuance of Preferred Stock, while providing desirable flexibility in
connection with possible financing, acquisitions and other corporate purposes,
could have the effect of making it more difficult for a third party to
acquire, or of discouraging a third party from attempting to acquire, a
majority of the outstanding voting stock of the Company. The Board of
Directors has no present plans to issue any shares of Preferred Stock. The
Board of Directors will make any determination to issue shares of Preferred
Stock based on its judgment as to the best interests of the Company and its
stockholders.
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<PAGE>
CERTAIN CHARTER, BY-LAW AND DELAWARE LAW PROVISIONS
Certain provisions of the DGCL and the Company's Certificate of
Incorporation and by-laws, summarized below, may be considered to have an
anti-takeover effect and may delay, deter or prevent a tender offer, proxy
contest or other transaction that some, or a majority, of the Company's
stockholders might believe to be in their best interests or in which
stockholders might receive a premium for their stock over the then current
market price of such stock.
Number of Directors; Classified Board. The Certificate of Incorporation
provides that there be between three and fifteen directors, the exact number
of directors to be determined from time to time by the Board of Directors. The
Certificate of Incorporation and by-laws divide the Board of Directors into
three classes, as nearly equal in number as possible, serving staggered terms.
Approximately one-third of the Board will be elected each year. Any vacancy on
the Board of Directors, including those created by an increase in the size of
the Board, may be filled by the vote of a majority of the directors in office,
even if less than a quorum. Any director elected to fill a vacancy will hold
office for a term coincident with the term of the class to which he or she was
elected which will not necessarily be the next annual stockholders meeting.
Directors may be removed from office with or without cause by the affirmative
vote of the holders of more than fifty percent of the outstanding stock of the
corporation then entitled to vote generally for the election of directors,
considered as one class. The provision of the Certificate of Incorporation
providing for a staggered Board could prevent a party who acquires control of
a majority of the outstanding voting stock from obtaining control of the Board
of Directors until the fourth annual stockholders meeting following the date
the acquiror obtains the controlling stock interest. This provision could have
the effect of discouraging a potential acquiror from making a tender offer or
otherwise attempting to obtain control of the Company and could increase the
likelihood that incumbent directors will retain their positions.
Special Stockholder Meetings. The Certificate of Incorporation and by-laws
provide, subject to the rights of holders of any class or series of stock
having a preference as to dividend or upon liquidation, that special meetings
of stockholders may be called by the Board of Directors, the Chairman or the
President. Thus, stockholders, in their capacity as such, are not entitled to
call a special meeting of stockholders.
Advance Notice Procedures. The Certificate of Incorporation and by-laws also
establish a 30-day advance notice procedure for stockholders to make
nominations of candidates for election as directors or to bring other business
before a meeting of stockholders of the Company. Stockholders may only
consider proposals or nominations brought before the meeting in accordance
with this procedure or by the Board of Directors. Although the Board of
Directors has no power to approve or disapprove stockholder nominations of
candidates or stockholder proposals regarding other business to be conducted
at a stockholders' meeting, the advance notice procedure may have the effect
of precluding the conduct of certain business at a meeting if the proper
procedures are not followed or may discourage or deter a potential acquiror
from conducting a solicitation of proxies to elect its own slate of directors
or otherwise attempting to obtain control of the Company.
Indemnification. The Certificate of Incorporation provides that the Company
will indemnify, to the full extent authorized or permitted by the DGCL, any
person made, or threatened to be made, a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was a director or
officer of the Corporation or by reason of the fact that such director or
officer, at the request of the Corporation, is or was serving any other
corporation, partnership, joint venture, trust or other enterprise as a
director, officer, employee or agent.
Limitation of Liability. The Certificate of Incorporation provides that no
director of the Corporation will be personally liable to the Corporation or
its stockholders for monetary damages for any breach of fiduciary duty by such
a director as a director other than for: (i) any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) authorization of illegal dividends, or (iv) any transaction from
which such director derived an improper personal benefit.
63
<PAGE>
Delaware Anti-Takeover Law. The Company is subject to Section 203 of the
DGCL which, subject to certain exceptions, prohibits a publicly held Delaware
corporation from engaging in a broad range of "business combinations" with any
"interested stockholder" (defined generally as a person owning 15% or more of
a corporation's outstanding voting stock) for a period of three years from the
date of the transaction in which the person became an interested stockholder,
unless: (i) prior to such date, the Board of Directors of the corporation
approved either the business combination or the transaction which resulted in
the stockholder becoming an interested stockholder; (ii) upon consummation of
the transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock
of the corporation outstanding at the time the transaction commenced,
excluding for purposes of determining the number of shares outstanding those
shares owned by persons who are directors and also officers and by employee
stock plans in which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be tendered in a
tender or exchange offer; or (iii) on or subsequent to such date, the business
combination is approved by the Board of Directors and authorized at an annual
or special meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66 2/3% of the outstanding voting stock which is
not owned by the interested stockholder.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Company's Common Stock is First
Chicago Trust Company of New York. Its telephone number is (201) 222-5686.
64
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of the Offering, the Company will have 97,780,000 shares of
Common Stock outstanding. Of these shares, the 14,780,000 shares sold in the
Offering (16,997,000 shares, if the Underwriters' over-allotment option is
exercised in full) will be freely tradeable without restriction under the
Securities Act, except for any such shares which may be acquired by an
"affiliate" of the Company as that term is defined in Rule 144 under the
Securities Act. Persons who may be deemed to be affiliates generally include
individuals or entities that control, are controlled by, or are under common
control with, the Company and may include directors and executive officers of
the Company. Shares purchased by affiliates of the Company may generally be
sold in compliance with the resale limitations of Rule 144.
The 83,000,000 shares of Common Stock which continue to be held by the
Corange Stockholders upon completion of this Offering will be "restricted
securities" within the meaning of Rule 144 and may not be sold in the absence
of registration under the Securities Act or unless an exemption from
registration is available, including the exemptions contained in Rule 144
under the Securities Act.
In general, under Rule 144, persons such as the Corange Stockholders who
hold restricted securities and who have beneficially owned restricted
securities for at least two years would be entitled to sell within any three-
month period a number of restricted securities that does not exceed the
greater of 1% of the then outstanding shares of Common Stock or the average
weekly trading volume on the New York Stock Exchange during the four calendar
weeks preceding such sale, provided that the seller files a Form 144 with
respect to such sale, that certain public information concerning the Company
is available and that the seller complies with certain requirements concerning
the manner of sale. A person who is deemed to be an affiliate of the Company,
including members of the Board of Directors and executive officers of the
Company, would also need to comply with the restrictions and requirements of
Rule 144, other than the two-year holding period requirement, in order to sell
shares of Common Stock that are not restricted securities, unless such sale is
registered under the Securities Act.
Additionally, under Rule 144(k), a person who holds restricted shares and
who is not an affiliate of the Company, and who has not been an affiliate of
the Company at any time during the 90 days preceding a sale by such person,
would be entitled to sell restricted securities without regard to the
limitations described above, provided that the restricted securities have been
beneficially owned for at least three years. The Commission has proposed
reducing the three year and two year restrictions described above to two and
one year restrictions, respectively. It is not known at this time whether this
proposal will be adopted.
The Company and the Corange Stockholders have entered into an agreement with
the Representatives of the Underwriters not to offer or sell any shares of
Common Stock (other than, in the case of the Company, in connection with the
exercise of any option or the conversion of phantom stock units issued under
the Company's incentive plan or the issue of options or the issue or purchase
of Common Stock in connection with the Company's employee stock/option
purchase plan, and in the case of the Corange Stockholders, in connection with
transfers to other direct or indirect subsidiaries of Corange, provided such
transferees will be subject to such sale restrictions) for a period of 180
days after the date of this Prospectus without the prior written consent of
Morgan Stanley & Co. Incorporated. See "Underwriting."
Pursuant to the Debt Facility, Corange is required to retain, as long as the
Debt Facility is outstanding, direct or indirect ownership of at least 65% of
the Company's voting stock. See "Certain Transactions."
At or prior to the consummation of the Offering, the Company and the Corange
Stockholders will enter into a Registration Rights Agreement, pursuant to
which the Corange Stockholders have the right (which right is assignable in
connection with any non-public sale of shares) to require the Company to file
one or more registration statements with the Commission registering, for
resale to the public, shares of Common Stock held by the Corange Stockholders.
See "Certain Transactions."
Prior to consummation of the Offering, there has been no public market for
the Common Stock, and no prediction can be made as to the effect, if any, that
future sales of shares of Common Stock, or the availability of such shares for
future sale, will have on the market price of the Common Stock prevailing from
time to time. Nevertheless, sales of substantial amounts of such shares in the
public market, or the perception that such sales may occur, could adversely
affect the then-prevailing market prices for the Common Stock.
65
<PAGE>
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a discussion of the material U.S. federal income and estate
tax consequences of the ownership and disposition of Common Stock by a "Non-
U.S. Holder." A "Non-U.S. Holder" is a person or entity that, for U.S. federal
income tax purposes, is a non-resident alien individual, a foreign
corporation, a foreign partnership, or a non-resident fiduciary of a foreign
estate or trust.
This discussion is based on the Code and administrative interpretations as
of the date hereof, all of which are subject to change, including changes with
retroactive effect. This discussion does not address all aspects of U.S.
federal income and estate taxation that may be relevant to Non-U.S. Holders in
light of their particular circumstances and does not address any tax
consequences arising under the laws of any state, local or foreign
jurisdiction.
Proposed United States Treasury Regulations were issued on April 15, 1996
(the "Proposed Regulations") which, if adopted, would affect the United States
taxation of dividends paid to a Non-U.S. Holder on Common Stock. The Proposed
Regulations generally are proposed to be effective with respect to dividends
paid after December 31, 1997, subject to certain transition rules. The
discussion below is not intended to be a complete discussion of the provisions
of the Proposed Regulations, and prospective investors are urged to consult
their tax advisors with respect to the effect the Proposed Regulations would
have if adopted.
Prospective holders should consult their tax advisors with respect to the
particular tax consequences to them of owning and disposing of Common Stock,
including the consequences under U.S. federal law as well as under the laws of
any state, local or foreign jurisdiction.
DIVIDENDS
Subject to the discussion below, dividends paid to a Non-U.S. Holder of
Common Stock generally will be subject to withholding tax at a 30% rate or
such lower rate as may be specified by an applicable income tax treaty. For
purposes of determining whether tax is to be withheld at a 30% rate or at a
reduced rate as specified by an income tax treaty, the Company ordinarily will
presume that dividends paid to an address in a foreign country are paid to a
resident of such country absent knowledge that such presumption is not
warranted.
Under the Proposed Regulations, to obtain a reduced rate of withholding
under a treaty, a Non-U.S. Holder generally would be required to provide an
Internal Revenue Service ("IRS") Form W-8 certifying such Non-U.S. Holder's
entitlement to benefits under a treaty. The Proposed Regulations also would
provide special rules to determine whether, for purposes of determining the
applicability of a tax treaty, dividends paid to a Non-U.S. Holder that is an
entity should be treated as paid to the entity or to those holding an interest
in that entity.
There will be no withholding tax on dividends paid to a Non-U.S. Holder that
are effectively connected with the Non-U.S. Holder's conduct of a trade or
business within the United States if the Non-U.S. Holder files a valid IRS
Form 4224 (or, if and when the Proposed Regulations become effective, a Form
W-8) stating that the dividends are so connected. Instead, the effectively
connected dividends will be subject to regular U.S. income tax in the same
manner as if the Non-U.S. Holder were a U.S. resident. A non-U.S. corporation
receiving effectively connected dividends also may be subject to an additional
"branch profits tax" which is imposed, under certain circumstances, at a rate
of 30% (or such lower rate as may be specified by an applicable treaty) of the
non-U.S. corporation's effectively connected earnings and profits, subject to
certain adjustments.
Generally, the Company must report to the IRS the amount of dividends paid,
the name and address of the recipient, and the amount, if any, of tax
withheld. A similar report is sent to the holder. Pursuant to tax treaties or
certain other agreements, the IRS may make its reports available to tax
authorities in the recipient's country of residence.
Dividends paid to a Non-U.S. Holder at an address within the United States
may be subject to backup withholding imposed at a rate of 31% if the Non-U.S.
Holder fails to establish that it is entitled to an exemption
66
<PAGE>
or to provide a correct taxpayer identification number and certain other
information. The Proposed Regulations would, if adopted, alter the foregoing
rules in certain respects, including by providing certain presumptions under
which a Non-U.S. Holder would be subject to backup withholding in the absence
of the certification from the holder as to non-U.S. status, regardless of
whether dividends are paid to a U.S. or non-U.S. address.
GAIN ON DISPOSITION OF COMMON STOCK
A Non-U.S. Holder generally will not be subject to U.S. federal income tax
with respect to gain realized on a sale or other disposition of Common Stock
unless (i) the gain is effectively connected with a trade or business of such
holder in the United States, (ii) in the case of certain Non-U.S. Holders who
are non-resident alien individuals and hold the Common Stock as a capital
asset, such individual is present in the United States for 183 or more days in
the taxable year of disposition, (iii) the Non-U.S. Holder is subject to tax
pursuant to the provisions of the Code regarding the taxation of U.S.
expatriates, or (iv) the Company is or has been a "U.S. real property holding
corporation" within the meaning of Section 897(c)(2) of the Code at any time
within the shorter of the five-year period preceding such disposition or such
holder's holding period. The Company is not, and does not anticipate becoming,
a U.S. real property holding corporation.
INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING ON DISPOSITION OF
COMMON STOCK
Under current United States federal income tax law, information reporting
and backup withholding imposed at a rate of 31% will apply to the proceeds of
a disposition of Common Stock paid to or through a U.S. office of a broker
unless the disposing holder certifies as to its non-U.S. status or otherwise
establishes an exemption. Generally, U.S. information reporting and backup
withholding will not apply to a payment of disposition proceeds if the payment
is made outside the United States through a non-U.S. office of a non-U.S.
broker. However, U.S. information reporting requirements (but not backup
withholding) will apply to a payment of disposition proceeds outside the
United States if (A) the payment is made through an office outside the United
States of a broker that is either (i) a U.S. person, (ii) a foreign person
which derives 50% or more of its gross income for certain periods from the
conduct of a trade or business in the United States or (iii) a "controlled
foreign corporation" for U.S. federal income tax purposes and (B) the broker
fails to maintain documentary evidence that the holder is a Non-U.S. Holder
and that certain conditions are met, or that the holder otherwise is entitled
to an exemption.
The Proposed Regulations would, if adopted, alter the foregoing rules in
certain respects. Among other things, the Proposed Regulations would provide
certain presumptions under which a Non-U.S. Holder would be subject to backup
withholding in the absence of certification from the holder as to non-U.S.
status.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained, provided that the required information is furnished to the IRS.
FEDERAL ESTATE TAX
An individual Non-U.S. Holder who is treated as the owner of, or has made
certain lifetime transfers of, an interest in the Common Stock will be
required to include the value thereof in his gross estate for U.S. federal
estate tax purposes, and may be subject to U.S. federal estate tax unless an
applicable estate tax treaty provides otherwise.
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<PAGE>
UNDERWRITING
Under the terms and subject to the conditions in the Underwriting Agreement
dated the date of this Prospectus (the "Underwriting Agreement"), the Company
and the Selling Stockholder have agreed to sell an aggregate of 14,780,000
shares of Common Stock and the U.S. Underwriters named below, for whom Morgan
Stanley & Co. Incorporated, Bear, Stearns & Co. Inc., Cowen & Company and
Furman Selz LLC are serving as U.S. Representatives, have severally agreed to
purchase, and the International Underwriters named below, for whom Morgan
Stanley & Co. International Limited, Bear, Stearns International Limited,
Cowen & Company and Furman Selz LLC are serving as International
Representatives, have severally agreed to purchase, the respective number of
shares of Common Stock set forth opposite their names below:
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
---- ---------
<S> <C>
U.S. Underwriters:
Morgan Stanley & Co. Incorporated.......................................
Bear, Stearns & Co. Inc.................................................
Cowen & Company.........................................................
Furman Selz LLC.........................................................
----
Subtotal...............................................................
----
International Underwriters:
Morgan Stanley & Co. International Limited..............................
Bear, Stearns International Limited.....................................
Cowen & Company.........................................................
Furman Selz LLC.........................................................
----
Subtotal...............................................................
----
Total................................................................
====
</TABLE>
The U.S. Underwriters and the International Underwriters are collectively
referred to as the "Underwriters". The Underwriting Agreement provides that
the obligations of the several Underwriters to pay for and accept delivery of
the shares of Common Stock offered hereby are subject to the approval of
certain legal matters by counsel and to certain other conditions. The
Underwriters are obligated to take and pay for all the shares of Common Stock
offered hereby if any such shares are taken.
Pursuant to the Agreement Between U.S. Underwriters and International
Underwriters, each U.S. Underwriter has represented and agreed that, with
certain exceptions, (a) it is not purchasing any U.S. Shares (as defined
below) being sold by it for the account of anyone other than a United States
or Canadian Person (as defined below) and (b) it has not offered or sold, and
will not offer or sell, directly or indirectly, any U.S. Shares or distribute
any prospectus relating to the U.S. Shares outside the United States or Canada
or to anyone other than a United States or Canadian Person. Pursuant to the
Agreement Between U.S. and International Underwriters, each International
Underwriter has represented and agreed that, with certain exceptions, (a) it
is not purchasing any International Shares (as defined below) being sold by it
for the account of any United States or Canadian Person and (b) it has not
offered or sold, and will not offer or sell, directly or indirectly, any
International Shares or distribute any prospectus relating to the
International Shares within the United States or Canada or to any United
States or Canadian Person. With respect to any Underwriter that is a U.S.
Underwriter and an International Underwriter, the foregoing representations
and agreements (i) made by it in its capacity as a U.S. Underwriter shall
apply only to shares purchased by it in its capacity as a U.S. Underwriter,
(ii) made by it in its capacity as an International Underwriter shall apply
only to shares purchased by it in its capacity as an International
Underwriter, and (iii) do not restrict its ability to distribute any
prospectus relating to the shares of Common Stock to any person. The foregoing
limitations do not apply to stabilization transactions or to certain other
transactions specified in the Agreement Between U.S. Underwriters and
International Underwriters. As used herein, "United States or Canadian Person"
means any national or resident of the United States or Canada or any
corporation, pension, profit-sharing, or other trust or other entity organized
under the laws of the United
68
<PAGE>
States or Canada or of any political subdivision thereof (other than a branch
located outside the United States and Canada of any United States or Canadian
Person) and includes any United States or Canadian branch of a person who is
otherwise not a United States or Canadian Person. All shares of Common Stock
to be purchased by the U.S. Underwriters and the International Underwriters
under the Underwriting Agreement are referred to herein as the "U.S. Shares"
and the "International Shares," respectively.
Pursuant to the Agreement Between U.S. Underwriters and International
Underwriters, sales may be made between the U.S. Underwriters and
International Underwriters of any number of shares of Common Stock to be
purchased pursuant to the Underwriting Agreement as may be mutually agreed.
The per share price of any shares so sold shall be the Price to Public set
forth on the cover page hereof, in United States dollars, less an amount not
greater than the per share amount of the concession to dealers set forth
below.
Pursuant to the Agreement Between U.S. Underwriters and International
Underwriters, each U.S. Underwriter has represented that it has not offered or
sold, and has agreed not to offer or sell, any shares of Common Stock,
directly or indirectly, in Canada in contravention of the securities laws of
Canada or any province or territory thereof and has represented that any offer
of shares of Common Stock in Canada will be made only pursuant to an exemption
from the requirements to file a prospectus in the province or territory of
Canada in which such offer is made. Each U.S. Underwriter has further agreed
to send any dealer who purchases from it any shares of Common Stock a notice
stating in substance that, by purchasing such shares of Common Stock, such
dealer represents and agrees that it has not offered or sold, and will not
offer or sell, directly or indirectly, any of such shares of Common Stock in
Canada or to, or for the benefit of, any resident of Canada in contravention
of the securities laws of Canada or any province or territory thereof and that
any offer of shares of Common Stock in Canada will be made only pursuant to an
exemption from the requirement to file a prospectus in the province of Canada
in which such offer is made, and that such dealer will deliver to any other
dealer to whom it sells any of such shares of Common Stock a notice to the
foregoing effect.
Pursuant to the Agreement Between U.S. Underwriters and International
Underwriters, each International Underwriter has represented and agreed that
(a) it has not offered or sold and will not offer or sell any shares of Common
Stock in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing, or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations (1995) (the "Regulations"); (b) it has complied and
will comply with all applicable provisions of the Financial Services Act 1986
and the Regulations with respect to anything done by it in relation to the
shares of Common Stock offered hereby in, from, or otherwise involving the
United Kingdom; and (c) it has only issued or passed on and will only issue or
pass on to any person in the United Kingdom any document received by it in
connection with the issue of the shares of Common Stock, other than any
document which consists of, or is part of, listing particulars, supplementary
listing particulars, or any other document required or permitted to be
published by listing rules under Part IV of the Financial Services Act 1986,
if that person is of a kind described in Article 9(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995, or to
any person to whom the document may lawfully be issued or passed on.
Pursuant to the Agreement Between U.S. Underwriters and International
Underwriters, each International Underwriter has represented and agreed that
it has not offered or sold, and agrees not to offer or sell, directly or
indirectly, in Japan or to or for the account of any resident thereof, any of
the shares of Common Stock acquired in connection with the distribution
contemplated hereby, except for offers or sales to Japanese International
Underwriters or dealers and except pursuant to any exemption from the
registration requirements of the Securities and Exchange Law of Japan. Each
International Underwriter further agrees to send to any dealer who purchases
from it any of the shares of Common Stock a notice stating in substance that,
by purchasing such shares, directly or indirectly in Japan or to or for the
account of any resident thereof except pursuant to any exemption from the
registration requirements of the Securities and Exchange Law of Japan, and
that such dealer will send to any other dealer to whom it sells any of such
shares of Common Stock a notice containing substantially the same statement as
contained in the foregoing.
69
<PAGE>
The Underwriters propose to offer part of the shares of Common Stock
directly to the public at the Price to Public set forth on the cover page
hereof and part to certain dealers at a price which represents a concession
not in excess of $ a share below the public offering price. The Underwriters
may allow, and such dealers may reallow, a concession not in excess of $ a
share to other Underwriters or to certain dealers. After the initial offering
of the shares of Common Stock, the offering price and other selling terms may
from time to time be varied by the Underwriters.
Representatives of the Underwriters have informed the Company that the
Underwriters do not intend sales to discretionary accounts to exceed five
percent of the total number of shares of Common Stock offered by them.
At the request of the Company, the Underwriters have reserved for sale, at
the initial public offering price, certain shares offered hereby for
directors, officers, employees, business associates, and related persons of
the Company. The number of shares of Common Stock available for sale to the
general public will be reduced to the extent such persons purchase such
reserved shares. Any reserved shares which are not so purchased will be
offered by the Underwriters to the general public on the same basis as the
other shares offered hereby.
Pursuant to the Underwriting Agreement, the Company has granted the U.S.
Underwriters an option, exercisable for 30 days from the date of this
Prospectus, to purchase up to 2,217,000 additional shares of Common Stock at
the Price to Public set forth on the cover page hereof, less Underwriting
Discounts and Commissions. The U.S. Underwriters may exercise such option to
purchase solely for the purpose of covering over-allotments, if any, made in
connection with the Offering. To the extent such option is exercised, each
U.S. Underwriter will become obligated, subject to certain conditions, to
purchase approximately the same percentage of such additional shares of Common
Stock as the number set forth next to such U.S. Underwriter's name in the
preceding table bears to the total number of shares of Common Stock offered by
the U.S. Underwriters hereby.
The Company, all of the Company's executive officers and directors, and all
existing stockholders of the Company, have agreed that, without the prior
written consent of Morgan Stanley & Co. Incorporated on behalf of the
Underwriters, they will not (i) offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell,
grant any option, right, or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock
(whether such shares or any such securities are now owned by such stockholder
or acquired after the date of the Prospectus), or (ii) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise, (other than,
in the case of the Company, in connection with the Company's incentive plan
and employee stock option/purchase plan and, in the case of the stockholders
of the Company, in connection with transfers to other direct or indirect
subsidiaries of Corange, provided that all such transferees will be subject to
the above sale restrictions) for a period of 180 days after the date of this
Prospectus, other than the sale to the Underwriters of any shares of Common
Stock pursuant to the Underwriting Agreements.
The Company and the Underwriters have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities Act.
From time to time, Furman Selz LLC has provided financial advisory services
to the Company.
PRICING OF OFFERING
Prior to the Offering, there has been no public market for the shares of
Common Stock of the Company. Consequently, the initial public offering price
was determined by negotiation among the Company, the Selling Stockholder, and
the Representatives. Among the factors considered in determining the initial
public offering price were the Company's records of operations, the Company's
current financial condition and future prospects, the experience of its
management, the economics of the industry in general, the general condition of
the equity securities market, and the market prices of similar securities of
companies considered comparable to the Company. There can be no assurance that
a regular trading market for the shares of Common Stock will develop
70
<PAGE>
after the Offering or, if developed, that a public trading market can be
sustained. There can be no assurance that the prices at which the Common Stock
will sell in the public market after the Offering will not be lower than the
price at which it is issued by the Underwriters in the Offering.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Coudert Brothers, New York, New York. Anthony Williams, a partner
in Coudert Brothers, is a member of the Board of Directors of Corange and the
Company. Certain legal matters relating to the Offering will be passed upon
for the Underwriters by Davis Polk & Wardwell, New York, New York.
EXPERTS
The combined financial statements as of December 31, 1994 and 1995 and for
each of the three years in the period ended December 31, 1995 included in this
Prospectus have been so included in reliance on the report of Price Waterhouse
LLP, independent accountants given on the authority of said firm as experts in
auditing and accounting.
ADDITIONAL INFORMATION
The Company has filed with the Commission a Registration Statement on Form
S-1 (together with all exhibits and schedules thereto, and as amended and
supplemented from time to time, the "Registration Statement"), pursuant to the
provisions of the Securities Act and the rules and regulations promulgated
thereunder, for the registration of the Common Stock offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all the information set forth in the Registration Statement, certain
parts of which have been omitted in accordance with the rules and regulations
of the Commission. For further information with respect to the Company and the
Common Stock offered hereby, reference is made to the Registration Statement.
Statements made in this Prospectus concerning the contents of any contract or
other document are not necessarily complete and, in each instance, reference
is made to the copy of such contract or other document filed as an exhibit in
the Registration Statement, and each such statement shall be deemed qualified
in its entirety by such reference. The Registration Statement may be inspected
at the public reference facilities maintained by the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional
offices of the Commission located at 7 World Trade Center, Suite 1300, New
York, New York, 10048 and at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials may be
obtained from the Public Reference Section of the Commission, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such
material may also be accessed electronically by means of the Commission's home
page on the Internet at http://www.sec.gov.
As a result of the Offering, the Company will become subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). So long as the Company is subject to the periodic
reporting requirements of the Exchange Act, it will continue to furnish the
reports and other information required thereby to the Commission. The Company
intends to furnish holders of the Common Stock with annual reports containing,
among other information, audited financial statements certified by an
independent public accounting firm. The Company also intends to furnish such
other reports from time to time as it may determine or as may be required by
law.
71
<PAGE>
DEPUY, INC.
INDEX TO COMBINED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants......................................... F-2
Combined Statements of Income for each of the three years in the period
ended December 31, 1995 and for each of the six-month periods ended June
30, 1995 (unaudited) and June 30, 1996 (unaudited)....................... F-3
Combined Balance Sheets as of December 31, 1994, December 31, 1995 and
June 30, 1996 (unaudited)................................................ F-4
Combined Statements of Cash Flows for each of the three years in the
period ended December 31, 1995 and for each of the six-month periods
ended June 30, 1995 (unaudited) and June 30, 1996 (unaudited)............ F-5
Combined Statement of Changes in Shareholder's Equity for each of the
three years in the period ended December 31, 1995 and for the six-month
period ended June 30, 1996 (unaudited)................................... F-6
Notes to Combined Financial Statements.................................... F-7
</TABLE>
F-1
<PAGE>
DEPUY, INC.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholder of DePuy, Inc.
In our opinion, the accompanying combined balance sheets and the related
combined statements of income, of cash flows and of changes in shareholder's
equity present fairly, in all material respects, the financial position of
DePuy, Inc. at December 31, 1995 and 1994, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1995, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.
Price Waterhouse LLP
Indianapolis, Indiana
July 31, 1996
F-2
<PAGE>
DEPUY, INC.
COMBINED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------- -----------------------
1993 1994 1995 1995 1996
-------- -------- ---------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales................. $466,734 $551,773 $ 636,561 $323,250 $ 349,014
Cost of sales............. 151,962 172,939 200,139 104,807 106,516
-------- -------- ---------- -------- ----------
Gross Profit............ 314,772 378,834 436,422 218,443 242,498
-------- -------- ---------- -------- ----------
Selling, general and ad-
ministrative expenses.... 157,734 195,011 230,578 111,519 128,228
Research and development
expenses................. 17,341 18,609 21,320 10,508 10,004
Goodwill amortization..... 10,047 14,088 14,201 7,202 6,592
-------- -------- ---------- -------- ----------
Operating Income........ 129,650 151,126 170,323 89,214 97,674
-------- -------- ---------- -------- ----------
Interest expense, affili-
ate...................... 1,319 909 4,479 2,003 2,473
Interest expense, other... 2,307 1,358 2,061 617 976
Other income, net......... (861) (665) (994) (1,221) (1,505)
-------- -------- ---------- -------- ----------
Income before taxes and
equity in earnings of
uncombined affiliate... 126,885 149,524 164,777 87,815 95,730
-------- -------- ---------- -------- ----------
Provisions for income
taxes.................... 57,001 65,758 72,707 37,951 41,359
Equity in earnings of
uncombined affiliate..... 2,326 3,070 2,859 1,588 1,230
-------- -------- ---------- -------- ----------
Net Income............ $ 72,210 $ 86,836 $ 94,929 $ 51,452 $ 55,601
======== ======== ========== ======== ==========
Unaudited pro forma da-
ta:......................
Net income per share.... $ 1.05 $ .62
========== ==========
Weighted average number
of shares outstanding.. 90,000,000 90,000,000
========== ==========
</TABLE>
The accompanying notes are an integral part of these Combined Financial
Statements.
F-3
<PAGE>
DEPUY, INC.
COMBINED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
----------------- JUNE 30,
1994 1995 1996
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents...................... $ 32,131 $ 46,909 $ 44,743
Accounts receivable, net of allowances of
$5,677 (1994), $6,628 (1995) and $6,696
(1996)........................................ 103,908 115,452 133,679
Receivable from affiliates, net................ -- 24,265 1,671
Inventories at lower of cost or market......... 118,455 116,566 130,437
Deferred income taxes.......................... 20,825 25,275 28,650
Prepaid expenses and other current assets...... 15,999 18,023 28,252
-------- -------- --------
Total Current Assets......................... 291,318 346,490 367,432
-------- -------- --------
NONCURRENT ASSETS
Goodwill, net of accumulated amortization of
$47,718 (1994), $60,312 (1995) and $67,053
(1996)........................................ 188,179 181,208 221,990
Other intangible assets, net of accumulated
amortization of $177 (1994), $245 (1995) and
$547 (1996)................................... 1,416 1,278 1,551
Deferred income taxes.......................... 2,104 4,876 4,876
Investment in affiliate........................ 2,482 2,081 2,143
Other assets................................... 8,423 10,634 10,935
-------- -------- --------
202,604 200,077 241,495
-------- -------- --------
Property, plant and equipment, net............. 73,606 76,683 83,712
-------- -------- --------
TOTAL ASSETS................................. $567,528 $623,250 $692,639
======== ======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES
Short-term debt payable to affiliates.......... $ 13,861 $ 31,717 $ 35,377
Short-term debt................................ 19,170 21,048 3,838
Accounts payable............................... 25,857 26,090 26,515
Accounts payable to affiliates, net............ 3,082 -- --
Income taxes payable........................... 15,639 23,088 29,378
Income taxes payable to affiliate.............. 9,608 10,738 11,303
Accrued royalties.............................. 13,683 16,596 18,347
Accrued employee compensation.................. 15,294 16,121 14,645
Other accrued expenses......................... 24,201 24,282 32,582
-------- -------- --------
Total Current Liabilities.................... 140,395 169,680 171,985
-------- -------- --------
NONCURRENT LIABILITIES
Long-term debt payable to affiliates........... 39,317 42,591 25,129
Long-term debt................................. 8,528 5,342 6,947
Long-term employee benefits.................... 15,525 17,756 17,558
Noncurrent deferred income tax liability....... 4,030 5,585 6,635
Other noncurrent liabilities................... 984 2,236 552
-------- -------- --------
Total Noncurrent Liabilities................. 68,384 73,510 56,821
-------- -------- --------
CONTINGENCIES (Note 8)
MINORITY INTEREST................................ 1,699 1,961 2,783
-------- -------- --------
SHAREHOLDER'S EQUITY
Shareholder's Net Investment................... 357,050 378,099 461,050
-------- -------- --------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY... $567,528 $623,250 $692,639
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these Combined Financial
Statements.
F-4
<PAGE>
DEPUY, INC.
COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED JUNE 30,
----------------------------- ------------------------
1993 1994 1995 1995 1996
-------- --------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERAT-
ING ACTIVITIES: (UNAUDITED) (UNAUDITED)
Net income.............. $ 72,210 $ 86,836 $ 94,929 $ 51,452 $ 55,601
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation and amor-
tization............. 18,630 25,718 26,635 13,426 13,865
Deferred income tax-
es................... (4,285) (909) (5,668) (312) (2,325)
Other, net............ 717 287 843 (205) 760
Changes in operating
assets and
liabilities, net of
effects of
acquisitions:
Accounts receiv-
able............... (17,842) (15,448) (11,474) (16,468) (16,355)
Inventories......... 1,607 (17,878) 3,052 (3,477) (12,821)
Amounts payable to
or receivable from
affiliates......... (5,242) 712 (28,215) 11,622 22,335
Prepaid expenses and
other current as-
sets............... 281 (10,661) (2,090) (313) (10,202)
Other noncurrent as-
sets............... (2,822) (6,153) (3,553) (3,035) (886)
Accounts payable.... 5,568 338 45 (3,221) (448)
Accrued employee
compensation &
other.............. (2,665) 6,543 2,348 2,725 5,875
Other current and
noncurrent liabili-
ties............... 1,137 4,105 4,940 3,239 1,665
Income taxes pay-
able............... 8,283 7,452 8,554 11,106 7,438
-------- --------- -------- ----------- -----------
Net Cash Provided by
Operating Activi-
ties............... 75,577 80,942 90,346 66,539 64,502
-------- --------- -------- ----------- -----------
CASH FLOWS FROM INVEST-
ING ACTIVITIES:
Capital expenditures.... (10,850) (14,015) (15,598) (6,332) (13,132)
Business acquisitions,
net of cash acquired... -- (107,634) (17,500) (17,500) (51,851)
-------- --------- -------- ----------- -----------
Net Cash Used for
Investing Activi-
ties............... (10,850) (121,649) (33,098) (23,832) (64,983)
-------- --------- -------- ----------- -----------
CASH FLOWS FROM FINANC-
ING ACTIVITIES:
Payments of short-term
debt................... (10,432) (15,631) (6,550) (5,772) (13,519)
Proceeds from issuance
of short term debt..... 10,115 4,747 38,378 -- 1,092
Payments of long-term
debt .................. -- (2,876) (1,027) (4,346) (18,996)
Proceeds from issuance
of long-term debt...... 5,215 41,476 487 -- --
Advances (to) from af-
filiate................ (60,662) 19,000 (76,558) (29,140) 34,991
Capital contributions
from affiliates........ -- 1,625 4,000 -- --
Dividends paid to affil-
iate................... -- -- (1,868) -- (3,770)
-------- --------- -------- ----------- -----------
Net Cash (Used For)
Provided by
Financing
Activities......... (55,764) 48,341 (43,138) (39,258) (202)
-------- --------- -------- ----------- -----------
Effect of exchange rate
changes on cash........ 4,399 (2,268) 668 (2,947) (1,483)
-------- --------- -------- ----------- -----------
Increase in Cash and
Cash Equivalents... 13,362 5,366 14,778 502 (2,166)
-------- --------- -------- ----------- -----------
Cash and Cash Equiva-
lents at Beginning of
Period................. 13,403 26,765 32,131 32,131 46,909
-------- --------- -------- ----------- -----------
Cash and Cash Equiva-
lents at End of Peri-
od..................... $ 26,765 $ 32,131 $ 46,909 $ 32,633 $ 44,743
======== ========= ======== =========== ===========
</TABLE>
The accompanying notes are an integral part of these Combined Financial
Statements.
F-5
<PAGE>
DEPUY, INC.
COMBINED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY FOR THE YEARS ENDED
DECEMBER 31, 1993, 1994 AND 1995 AND THE SIX MONTHS ENDED JUNE 30, 1996
(IN THOUSANDS)
<TABLE>
<S> <C>
Balance at December 31, 1992........................................ $233,386
Net income for the year........................................... 72,210
Change in net transfers to affiliate.............................. (60,646)
Foreign currency translation adjustments.......................... 2,682
Minimum pension liability adjustment.............................. 186
--------
Balance at December 31, 1993........................................ 247,818
--------
Net income for the year........................................... 86,836
Change in net transfers to affiliate.............................. 19,000
Foreign currency translation adjustments.......................... 1,693
Minimum pension liability adjustment.............................. 78
Capital contributions from affiliates............................. 1,625
--------
Balance at December 31, 1994........................................ 357,050
--------
Net income for the year........................................... 94,929
Dividend to affiliate............................................. (1,868)
Change in net transfers to affiliate.............................. (76,526)
Foreign currency translation adjustments.......................... 333
Minimum pension liability adjustment.............................. 181
Capital contribution from affiliate............................... 4,000
--------
Balance at December 31, 1995........................................ $378,099
========
<CAPTION>
(UNAUDITED)
<S> <C>
Unaudited for Six Months Ended June 30, 1996:
Net income for the first six months of 1996....................... 55,601
Dividend to affiliate............................................. (3,770)
Change in net transfers to affiliate.............................. 34,996
Foreign currency translation adjustments.......................... (3,876)
--------
Balance at June 30, 1996............................................ $461,050
========
</TABLE>
The accompanying notes are an integral part of these Combined Financial
Statements.
F-6
<PAGE>
DEPUY, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(IN THOUSANDS)
NOTE 1--ORGANIZATION/ACQUISITIONS
Corange Limited ("Parent") intends to realign its worldwide DePuy operations
into a stand-alone entity and sell shares of the realigned entity to the
public through an initial public offering. DePuy's primary business is the
development, manufacture and sale of orthopedic joint implants (primarily
hips, knees and shoulders), spinal implants, related surgical instruments,
trauma products and sports medicine soft goods.
The combined financial statements of DePuy, Inc. (the "Company") are
comprised of DePuy Orthopaedics, Inc. (formerly DePuy Inc., renamed DePuy
Orthopaedics, Inc. on September 5, 1996) and other U.S. and international
orthopedic subsidiaries, branches and divisions of the Parent. Combined
financial statements have not previously been prepared for the combined
entities. These combined financial statements have been prepared from the
historical accounting records of the combined affiliates.
The Company plans to file a Registration Statement on Form S-1 with the
Securities and Exchange Commission for the sale of shares of Common Stock (the
"Offering") of the realigned entity. The Company plans to use the net proceeds
from the sale of shares of its Common Stock primarily to finance the expansion
of the Company's business.
Various actions will be taken to (i) consolidate the worldwide operations of
DePuy under Corange U.S. Holdings, Inc. an Indiana corporation ("CUSHI"), (ii)
transfer out of the CUSHI consolidated group Boehringer Mannheim Corporation
("BMC"), and (iii) merge CUSHI downstream into DePuy, Inc., which was created
on July 26, 1996 for purposes of becoming the holding company for the DePuy
worldwide operations, with DePuy, Inc. as the surviving company in the merger,
the effect of which was to reincorporate CUSHI in Delaware under the name
"DePuy, Inc." The combined financial statements of DePuy, Inc. do not include
the financial results of BMC . None of the various actions will involve
outside minority shareholders. Accordingly, the consolidation of the entities
will be accounted for on a predecessor basis.
In 1993, the Company established a new entity, Argentina Joints S.A., funded
through a capital contribution of $1,000 from its parent. An additional $4,000
in capital was contributed during 1994.
On March 8, 1994, the Company acquired ACE Medical Company ("Ace"), a
developer and manufacturer of orthopedic trauma products, for $70,500 in cash
and $10,000 in a note paid in January 1995. Under the terms of the purchase
agreement, contingent upon Ace achieving certain sales and profit levels, the
Company paid, and recorded goodwill of, $5,000 in 1995. The Company made a
payment, and recorded goodwill, of $5,000 in March 1996, and anticipates
making an additional contingent payment of $10,000 in 1997. The purchase
method of accounting was applied to this acquisition, and $69,500 of goodwill
has been recorded.
The operating results of Ace have been included in the combined statements
of income from the date of acquisition. Had the acquisition taken place at the
beginning of 1993, combined net sales would have been $496,649 and $557,786
for the years ended December 31, 1993 and 1994, respectively, and combined net
income would have been $72,619 and $86,925 for fiscal years 1993 and 1994,
respectively. This unaudited pro forma financial information is presented for
informational purposes only and is not necessarily indicative of the operating
results that would have occurred had the acquisition been consummated as of
the above dates, nor are they necessarily indicative of future operating
results.
On November 22, 1994, the Company acquired certain assets and assumed
certain liabilities of CMW Laboratories, a division of Dentsply Limited, for
$35,000 in cash consideration. Under terms of the purchase agreement,
additional payments totalling $2,500 were made in 1995, and recorded as
goodwill, after certain milestones were achieved. The Company also made a
payment, and recorded goodwill, of $1,000 in June 1996 and anticipates making
additional contingent payments of $5,000 over the next six years based upon
certain
F-7
<PAGE>
DEPUY, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
milestones being achieved. These milestones relate to obtaining FDA approval
of a new product and achieving certain sales objectives for this product over
the next five years. The additional contingent payments will be recorded as
goodwill when earned. The purchase method of accounting was applied to this
acquisition and $33,700 of goodwill has been recorded. CMW is a manufacturer
of bone cement for the orthopedic implant procedures. CMW net sales and net
income are not material to combined net sales or combined net income.
NOTE 2--ACCOUNTING POLICIES
Principles of Combination
The combined financial statements include the accounts of the Company as
defined in Note 1. All significant intercompany balances and transactions have
been eliminated. Minority interest earnings are immaterial and are included in
other income, net. Investments in uncombined affiliates which are between 20-
50% owned are carried at cost plus equity in undistributed earnings since
acquisition.
Revenue Recognition
Revenues from product sales are recognized at the time of shipment to the
customer.
Translation of Foreign Currency
Assets and liabilities of foreign subsidiaries are translated to U.S.
dollars using exchange rates in effect as of the balance sheet date. Revenues
and expenses are translated using the average exchange rates throughout the
period. Translation gains and losses are included in shareholder's equity.
Foreign currency transaction gains and losses are included in other income,
net and are not material to the results of operations.
Cash Equivalents
The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.
Inventories
Inventories are stated at the lower of cost or market, with cost being
determined under the first-in, first-out method. Inventories consisted of the
following:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1994 1995 JUNE 30, 1996
-------- -------- ---------------
(UNAUDITED)
<S> <C> <C> <C>
Finished products.......................... $ 93,373 $ 98,887 $108,374
Work in process............................ 10,397 7,656 8,532
Raw materials.............................. 14,685 10,023 13,531
-------- -------- --------
$118,455 $116,566 $130,437
======== ======== ========
</TABLE>
Goodwill and Other Intangible Assets
The Company's acquisitions have generated goodwill. The Company determines
the initial amortization period for goodwill based upon an evaluation of
criteria which would be indicators of future success of the businesses
acquired. Such criteria include, but are not limited to: past and expected
profitability and cash flows, customer base, existing and new product
offerings, and key contractual relationships. Based upon the evaluations, the
Company is amortizing goodwill on a straight-line basis over the periods of
expected benefit which range from 5 to 30 years, the majority of which is over
a period of 30 years. Other intangible assets are amortized over their
estimated useful lives ranging from 1 to 3 years. The Company assesses the
recoverability of long lived assets including goodwill and other intangible
assets whenever adverse events or changes in circumstances or business climate
indicate that an impairment may have occurred. If the future cash flows
(undiscounted and without interest) expected to result from the use of the
related assets are less than the carrying value of such assets, an impairment
has incurred and a loss is recognized to reduce the carrying value of the long
lived assets,
F-8
<PAGE>
DEPUY, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
including goodwill, based on the expected discounted cash flows or market
prices. Expected cash flows are discounted at a rate commensurate with the
risk involved.
Property, Plant and Equipment
Property, plant and equipment are reported at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the assets
which generally range from 10 to 40 years for buildings and improvements and
from 3 to 20 years for machinery and equipment. Amounts expended for
maintenance and repairs are charged to expense as incurred. Upon disposition,
any related gain or loss is credited or charged to other income, net.
Depreciation expense of $8,600, $11,600, and $12,400 was recorded in 1993,
1994, and 1995, respectively. At December 31, property, plant and equipment
consisted of the following:
<TABLE>
<CAPTION>
1994 1995
-------- --------
<S> <C> <C>
Land..................................................... $ 1,904 $ 1,918
Buildings and improvements............................... 35,514 37,037
Machinery and equipment.................................. 95,325 108,507
-------- --------
132,743 147,462
Less allowance for depreciation.......................... (59,137) (70,779)
-------- --------
$ 73,606 $ 76,683
======== ========
</TABLE>
The Company adopted Financial Accounting Standards Board Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of," (FAS 121) in 1996. The adoption of FAS 121 did not have a
material impact on the Company's combined financial condition, results of
operations or cash flows.
Financial Instruments and Concentrations of Credit Risk
The Company uses forward exchange contracts to manage its exposure to
fluctuating foreign currency exchange rates. All of the Company's forward
exchange contracts are with Corange International Limited ("CIL"), a related
affiliate. Gains or losses on these contracts are recognized in the basis of
the transaction being hedged.
Financial instruments which potentially subject the Company to significant
concentrations of credit risk consist primarily of trade accounts receivables.
The risk is limited due to the large number and types of entities comprising
the Company's customer base and their dispersion across many geographic
regions. At December 31, 1995, the Company had no significant concentrations
of credit risk.
Risk and Uncertainties
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Shareholder's Net Investment
The Company participates in a centralized cash management system for all of
its U.S. operations through an affiliate. Substantially all cash receipts and
disbursements are processed through CUSHI and the Company is charged or
credited for the net of cash receipts, cash disbursements, and other CUSHI
allocated charges each month. The net effect of this monthly activity is
charged or credited to shareholder's net investment.
F-9
<PAGE>
DEPUY, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Income Taxes
Income taxes are accounted for in accordance with Financial Accounting
Standards Board Statement No. 109, "Accounting for Income Taxes" (FAS 109) and
have been computed on the separate return method. The current provision for
income taxes is computed on the pretax income of the combined entities located
within each taxing country based upon the tax law in effect during the
respective period. Deferred income taxes result from the future tax
consequences associated with temporary differences between the tax basis of
assets and liabilities and the reported amounts of those assets and
liabilities for financial accounting purposes. Incremental United States
income taxes have not been provided on the cumulative undistributed earnings
of the foreign subsidiaries totaling $22,531 as of December 31, 1995. These
earnings, which reflect full provision for non-U.S. income taxes, are expected
to be reinvested indefinitely in non-U.S. operations or to be remitted
substantially free of additional tax due to the availability of foreign tax
credits.
Unaudited Interim Financial Data
The interim financial data is unaudited; however, in the opinion of the
Company, the interim data includes all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position,
results of operations and cash flows of the Company for the interim periods.
The results of operations for the six months ended June 30, 1996 are not
necessarily indicative of the results to be expected for the full year.
Unaudited Pro Forma Net Income Per Share
Prior to the planned reorganization described in Note 1, the Company was not
a legal entity and did not have a separately identifiable pool of capital.
Accordingly, historical per share data has been omitted from the combined
financial statements. Pro forma net income per share is based on historical
net income and the number of shares of common stock which will be outstanding
after the reorganization.
NOTE 3--INVESTMENT IN AFFILIATE
The Company has a 50% investment interest in a joint venture with E.I.
DuPont de Nemours and Company for the purpose of sharing in the production and
sale of advanced technologies primarily in North American countries. The
Company received pre-tax distributions of $3,805, $5,138, and $5,264 from this
venture in 1993, 1994 and 1995, respectively. This investment is reported
using the equity method as described in Note 2--Principles of Combination.
NOTE 4--RELATED PARTY TRANSACTIONS
The Company recorded amounts receivable from (payable to) affiliates, net,
of ($3,082) and $24,265 at December 31, 1994 and 1995, respectively. The
balance at December 31, 1995, includes advances to an affiliate of $21,921,
which was repaid during the first quarter of 1996. The remaining balances
represent advances between affiliated companies for transactions incurred in
the normal course of business. In addition, the Company obtained financing
from affiliated entities as described in Note 6 and participates in a
centralized cash management system described in Note 2. Related party
transactions are also disclosed concerning forward exchange contracts, income
taxes, and employee benefit plans in Notes 2, 5, 9, 11, and 12.
The combined financial statements reflect the results of operations,
financial condition and cash flows of the Company as a component of the Parent
and may not be indicative of actual results of the Company under other
ownership. Management believes that the combined statements of income include
a reasonable allocation of administrative expenses incurred by CUSHI on behalf
of the Company. The allocations of administrative expenses were based upon
actual time and expenses incurred totaling $871, $739 and $779 in 1993, 1994,
and 1995, respectively. In the near term, the Company anticipates obtaining
the same level of administrative services at approximately the same cost as
the most recent year.
F-10
<PAGE>
DEPUY, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Beginning in 1994, the Company is insured for product liability through an
affiliated captive insurance company, Bellago Insurance Limited of Hamilton
Bermuda ("Bellago"), for $2,000 per occurrence, $5,000 per group of related
claims and $10,000 in the aggregate. Excess claims are insured through
commercial carriers. Insurance premiums of $556 and $1,900 were paid to
Bellago in 1994 and 1995, respectively.
In 1992, the Company entered into an oral arrangement with BMC to fund
research in the area of orthobiologics. Total expenses incurred related to
this arrangement were $549, $506 and $638 for the years ended December 31,
1993, 1994 and 1995, respectively.
NOTE 5--INCOME TAXES
The Company accounts for income taxes in accordance with the provisions of
FAS 109. This standard requires, among other things, recognition of future tax
expense or benefits, measured by enacted tax rates attributable to temporary
differences between financial reporting and income tax bases of assets and
liabilities, and net operating loss carryforwards, to the extent that
realization of such benefits is more likely than not.
The Company's domestic operations have been a member of a U.S. group filing
a consolidated Federal corporation income tax return with other affiliated
companies. The group has had no tax sharing or allocation agreement and taxes
have been allocated on a separate return basis. The Company anticipates
entering into a tax indemnity agreement with the Parent that limits the
Company's liability for taxes to those arising out of the Company's
operations. The parent company of this group has been responsible for
remitting all Federal and State income tax payments for all members of the
group. Therefore, while the Company has not actually made payments of Federal
or State taxes, it is assumed that the Company paid 90% of its current Federal
and State provision during the year and the remaining 10% prior to the filing
of its U.S. tax returns in the subsequent year. Total income taxes paid were
$57,529, $64,273 and $71,852 in 1993, 1994 and 1995, respectively.
Earnings from operations before income taxes and equity in earnings of
uncombined affiliate were as follows:
<TABLE>
<CAPTION>
1993 1994 1995
-------- -------- --------
<S> <C> <C> <C>
United States.................................. $102,102 $112,645 $123,944
International.................................. 24,783 36,879 40,833
-------- -------- --------
Total Earnings Before Taxes.................. $126,885 $149,524 $164,777
======== ======== ========
The provision for income taxes are summarized as follows:
<CAPTION>
1993 1994 1995
-------- -------- --------
<S> <C> <C> <C>
Current:
Federal...................................... $ 35,949 $ 42,410 $ 48,303
International................................ 13,511 19,128 21,647
State........................................ 8,197 8,758 8,425
-------- -------- --------
57,657 70,296 78,375
-------- -------- --------
Deferred:
Federal (12) (6,542) (3,658)
International................................ (701) 2,922 (1,497)
State........................................ 57 (918) (513)
-------- -------- --------
(656) (4,538) (5,668)
-------- -------- --------
Income tax expense............................. $ 57,001 $ 65,758 $ 72,707
======== ======== ========
</TABLE>
F-11
<PAGE>
DEPUY, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
A reconciliation of the effective income tax rate follows:
<TABLE>
<CAPTION>
1993 1994 1995
---- ---- ----
<S> <C> <C> <C>
United States federal tax rate ............................ 35.0% 35.0% 35.0%
Add (deduct):
Effect of international operations....................... .9% 1.6% 2.4%
State taxes, net of federal tax benefit.................. 4.2% 3.4% 3.1%
Impact of nondeductible goodwill......................... 2.8% 3.0% 2.8%
Other, net............................................... 2.0% 1.0% .8%
---- ---- ----
Effective income tax rate.............................. 44.9% 44.0% 44.1%
==== ==== ====
</TABLE>
Significant components of the Company's deferred tax assets and liabilities
are comprised of the following at December 31:
<TABLE>
<CAPTION>
1994 1995
------- --------
<S> <C> <C>
Deferred tax assets:
Inventory.............................................. $ 5,390 $ 7,271
Profit in inventory.................................... 8,191 10,597
Royalties.............................................. 2,757 2,753
Amortization other than goodwill....................... 1,761 3,942
Deferred compensation.................................. 6,147 7,845
Other.................................................. 4,858 5,938
Valuation allowances................................... (333) (902)
------- --------
Net deferred tax assets................................ $28,771 $ 37,444
======= ========
Deferred tax liabilities:
Depreciation........................................... $(9,836) $(12,497)
Other.................................................. (36) (381)
------- --------
Net deferred tax liabilities......................... $(9,872) $(12,878)
======= ========
</TABLE>
F-12
<PAGE>
DEPUY, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 6--LINES OF CREDIT AND LONG-TERM DEBT
At December 31, 1995, the Company had lines of credit with affiliated
finance companies totaling $76,448, of which $74,308 have been used. No
compensating balances are required or maintained.
The Company has outstanding borrowings as follows:
<TABLE>
<CAPTION>
1994 1995
------- -------
<S> <C> <C>
Short-Term Debt:
Borrowings from affiliates, variable interest rates rang-
ing from 6.63% to 11.1%, principal and interest due at
various maturity dates .................................. $13,861 $31,717
Short-term bank debt--
7% interest rate, due 1/12/96............................. -- 17,263
6.5625% interest rate, due 1/4/95......................... 8,573 --
Acquisition related debt, 6.5% interest rate, due 1/95.... 10,000 --
Other debt, variable interest rates ranging from 6.5% to
7.5%, principal and interest due at various maturity
dates.................................................... 597 3,785
------- -------
Total Short-Term Debt..................................... $33,031 $52,765
======= =======
Long-Term Debt:
Note payable to affiliate, interest rate varies quarterly
based upon LIBOR plus 37.5 basis points, due 11/22/99.... $39,317 $38,815
Note payable, 8%, due 12/31/02............................ 1,186 1,287
Note payable to affiliate, 3.25%, due 1/1/01.............. -- 2,513
Note payable to affiliate, 8.5%, due 1/1/01............... -- 1,263
Other debt, variable interest rates ranging from 6.5% to
7.5%, principal and interest due at various maturity
dates.................................................... 7,342 4,055
------- -------
Total Long-Term Debt...................................... $47,845 $47,933
======= =======
</TABLE>
At December 31, 1995, aggregate maturities of long-term debt, including
capitalized lease obligations, are as follows:
<TABLE>
<S> <C>
1997.................................................................. $3,505
1998.................................................................. 550
1999.................................................................. 38,815
2000.................................................................. --
Thereafter............................................................ 5,063
</TABLE>
Acquisition related debt comprises the $10,000 note payable issued in
conjunction with the acquisition of Ace, described in Note 1.
Interest paid was $1,422, $1,371 and $4,276 for 1993, 1994 and 1995,
respectively, including $939, $1,214 and $3,638 paid to affiliates in 1993,
1994 and 1995, respectively.
In the second quarter of 1996, $15,600 of a long-term affiliate note payable
was paid in advance of its maturity date to utilize excess cash and reduce
future affiliate interest expense.
F-13
<PAGE>
DEPUY, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 7--LEASES
The Company is a lessee under a number of cancelable and noncancelable
operating leases. Total rental expense was approximately $4,676, $6,023 and
$4,153 for the years ended December 31, 1993, 1994 and 1995, respectively.
Future minimum rental commitments under noncancelable operating leases are as
follows:
<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31: OPERATING LEASES CAPITAL LEASES
------------------------- ---------------- --------------
<S> <C> <C>
1996...................................... $ 4,025 $384
1997...................................... 3,413 329
1998...................................... 2,365 85
1999...................................... 1,957 1
2000...................................... 1,889 --
Thereafter................................ 6,415 --
------- ----
Total minimum lease payments................ $20,064 799
======= ====
Less amount representing interest........... (76)
----
Present value of net minimum lease pay-
ments...................................... 724
Less current portion of capital leases...... 349
----
Long term portion of capital leases......... $375
====
</TABLE>
Property, plant and equipment at December 31, 1995 included $1,083 of
equipment under leases that have been capitalized. Accumulated depreciation
for such equipment was $566. Equipment leased under capital leases in 1994 was
not significant.
NOTE 8--CONTINGENCIES
The Company is subject to a number of investigations, lawsuits and claims
during the normal course of business. Management does not expect that
resulting liabilities beyond provisions already recorded will have a
materially adverse effect on the Company's combined financial position,
results of operations and cash flows. The loss provisions recorded have not
been reduced for any material amounts of anticipated insurance recoveries.
NOTE 9--EMPLOYEE PENSION PLANS AND OTHER BENEFIT PLANS
Eligible Company employees participate in a noncontributory defined
contribution plan sponsored by CUSHI which covers substantially all non-union
employees of the Company in the U.S. This plan provides for targeted benefits
based on the employee's average compensation in the years preceding
retirement. In general, the Company's policy is to contribute actuarially
determined amounts which are sufficient to meet projected benefit payment
requirements. Pension expense for this plan was $996, $693 and $692 for 1993,
1994 and 1995, respectively, and was allocated based upon the ratio of the
target benefits for the Company's participants relative to the total target
benefits for all participants of the Plan. As soon as practicable after the
planned Offering, the companies (other than the Company) who participate in
such plan will establish a separate successor noncontributory defined
contribution plan which will replace the CUSHI sponsored plan.
Employees of international subsidiaries are covered by various pension
benefit arrangements, some of which are considered to be defined benefit plans
for financial reporting purposes. Assets of the plans are comprised primarily
of equity securities. Benefits under these plans are primarily based upon
levels of compensation. Funding policies are based on legal requirements, tax
considerations, and local practices. Pension expense for the most significant
of these international plans was $740, $1,032 and $1,476 for 1993, 1994 and
1995, respectively.
F-14
<PAGE>
DEPUY, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
The following assumptions were made to develop net periodic benefit
obligations for the international defined benefit plan for 1993, 1994 and
1995:
<TABLE>
<S> <C>
Expected long-term rate of return....................................... 9.0%
Weighted average discount rate.......................................... 9.0%
Rate of increase in compensation levels................................. 7.0%
</TABLE>
The U.S. operating division also has a noncontributory defined benefit
pension plan which covers substantially all of the Company's union employees
who meet eligibility requirements. This plan generally provides pension
benefits based on the employee's years of service with normal retirement at
age 65. Pension expense for this plan was $386, $405 and $381 for 1993, 1994
and 1995, respectively.
The following table provides the assumptions used to develop net periodic
pension cost and the actuarial present value of projected benefit obligations
for the domestic defined benefit plan:
<TABLE>
<CAPTION>
1993 1994 1995
---- ---- ----
<S> <C> <C> <C>
Expected long-term rate of return on plan assets........... 7.75% 7.75% 7.50%
Weighted average discount rate............................. 6.5% 7.0% 7.0%
</TABLE>
The Company recorded a pension liability as required by Financial Accounting
Standards Board Statement No. 87, "Employers' Accounting for Pensions" (FAS
87) representing the amount by which the actuarial present value of the
accumulated benefit obligation exceeds the fair value of the plan's assets. A
corresponding amount is recognized as an intangible asset to the extent of the
unamortized prior service cost and transition obligation. The excess is
charged directly to shareholder's equity.
The amounts recorded for the years ended December 31, 1994 and 1995, are as
follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1994 DECEMBER 31, 1995
--------------------------- ---------------------------
ACCUMULATED ASSETS EXCEED ACCUMULATED ASSETS EXCEED
BENEFITS ACCUMULATED BENEFITS ACCUMULATED
EXCEED ASSETS BENEFITS EXCEED ASSETS BENEFITS
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Actuarial present value
of accumulated benefit
obligation:
Vested............... $(2,422) $(12,762) $(2,793) $(15,617)
Non-Vested........... (694) -- (589) --
------- -------- ------- --------
(3,116) (12,762) (3,382) (15,617)
Effect of projected fu-
ture salary increases.. -- (2,916) -- (3,574)
------- -------- ------- --------
Projected benefit
obligation............. (3,116) (15,678) (3,382) (19,191)
Plan assets at fair val-
ue..................... 1,972 19,963 2,475 25,044
------- -------- ------- --------
Projected benefit obli-
gation (in excess of)
or less than plan as-
sets................... (1,144) 4,285 (907) 5,853
Unamortized transition
asset.................. (18) (4,769) (15) (4,488)
Unrecognized net actuar-
ial losses (gains)..... 222 996 39 (752)
Unrecognized prior serv-
ice costs.............. 875 -- 806 --
Adjustment to recognized
minimum liability...... (1,079) -- (830) --
------- -------- ------- --------
Net (pension liability)
prepaid pension cost
recognized in the com-
bined balance sheets... $(1,144) $ 511 $ (907) $ 613
======= ======== ======= ========
Amount reflected as an
intangible asset....... $ (875) $ -- $ (806) $ --
======= ======== ======= ========
Amount reflected as a
minimum pension liabil-
ity
adjustment............. $ (204) $ -- $ (24) $ --
======= ======== ======= ========
</TABLE>
F-15
<PAGE>
DEPUY, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
The Company participates in a 401(k) plan sponsored by CUSHI for non-union
employees of its domestic operations. The Company made contributions under
this plan of $850, $1,017 and $1,250 in 1993, 1994 and 1995, respectively. As
soon as practicable after the planned Offering, the companies (other than the
Company) who participate in the 401(k) plan will establish a separate
successor 401(k) plan which will replace the CUSHI sponsored plan.
The Company's management participates in various long-term incentive plans
sponsored by the Company and CUSHI. Expenses under these plans totaled $1,481,
$2,215 and $2,472 for 1993, 1994 and 1995, respectively. In conjunction with
the planned Offering, no additional awards under certain of the long-term
incentive plans will be made subsequent to April 30, 1996. Expenses under such
plans were $1,000, $1,700 and $1,700 in 1993, 1994 and 1995, respectively.
NOTE 10--POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
Certain domestic subsidiaries of the Company sponsor unfunded postretirement
healthcare benefit plans that cover either salaried or union employees. In
general, the Company pays a defined portion of an eligible retiree's
healthcare premium. The plans are contributory based on years of service, with
contributions adjusted annually. Net periodic postretirement benefits cost
included the following components:
<TABLE>
<CAPTION>
1993 1994 1995
---- ---- ----
<S> <C> <C> <C>
Benefits cost for service during the year and other......... $458 $426 $305
Interest cost on accumulated postretirement benefit
obligation................................................. 432 403 409
---- ---- ----
Net periodic postretirement benefit cost.................... $890 $829 $714
==== ==== ====
</TABLE>
The following table sets forth the combined status of the plans reconciled
with the amount included in the combined balance sheet at December 31:
<TABLE>
<CAPTION>
1994 1995
------ ------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees.................................................... $ 594 $ 782
Fully eligible active plan participants..................... 215 317
Other active plan participants.............................. 4,527 6,194
------ ------
Total accumulated postretirement benefit obligation........... 5,336 7,293
Unrecognized net actuarial gains............................ 2,624 1,313
------ ------
Accrued postretirement benefit obligation..................... $7,960 $8,606
====== ======
</TABLE>
Expenditures for these benefits during 1993, 1994 and 1995 were immaterial.
The assumed healthcare cost trend rates used to measure the expected cost of
benefits for 1994 ranged from 9.7% for a post-65 retiree plan to 13.3% for a
pre-65 retiree plan and for 1995 ranged from 9.3% for a post-65 retiree plan
to 12.7% for a pre-65 retiree plan. The healthcare trend rates for 1994 are
assumed to decrease ratably over a 12 year period down to 6% and for 1995 are
assumed to decrease ratably over an 11 year period down to 6%. An increase in
this annual trend rate of 1% would increase the accumulated postretirement
benefit obligation as of December 31, 1995 by $1,441 and the aggregate of the
service and interest cost components of net periodic postretirement benefit
cost for the year then ended by approximately $247.
The weighted-average discount rate used to measure the accumulated
postretirement benefit obligation as of December 31, 1994 and 1995, was 7.75%
and 6.75%, respectively.
F-16
<PAGE>
DEPUY, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 11--DERIVATIVE FINANCIAL INSTRUMENTS
Foreign Exchange Risk Management
The Company uses forward exchange contracts to manage its global foreign
exchange exposure. The forward contracts serve primarily to hedge non-
functional currency denominated transactions and commitments for the purchase
of inventory within the combined group and with affiliates expected to occur
within the year. Such contracts are with CIL, an affiliate outside of the
combined group. The Company does not hold or issue derivative financial
instruments for trading purposes or use leveraged derivatives in its financial
management program. The Company does not anticipate any material adverse
effect on its financial position resulting from its involvement in these
instruments, nor does it anticipate non-performance by its counterparty. The
notional amounts of the Company's forward contracts at December 31, 1994 and
1995 were $74,841 and $134,734, respectively. The Company's domestic and
international operations are committed, under terms of the forward contracts,
to purchase the following currencies:
<TABLE>
<CAPTION>
1994 1995
------ ------
<S> <C> <C>
U.S. Dollars................................................... 42,791 81,571
British Pounds................................................. 19,161 29,690
French Francs.................................................. 9,575
Deutsche Marks................................................. 3,200 5,985
Swiss Francs................................................... 1,078
</TABLE>
Concentrations of Credit Risk
Concentrations of credit risk may arise due to financial instruments
existing for groups of customers or counterparties where they have similar
economic characteristics that would cause their ability to meet contractual
obligations to be similarly affected by changes in economic or other
conditions. The Company anticipates, however, that counterparties will be able
to satisfy fully their obligations under the contracts. The Company does not
obtain collateral or other security to support financial instruments subject
to credit risk, but monitors the credit standing of the counterparty.
NOTE 12--FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the carrying amounts and estimated fair values
of the Company's financial instruments at December 31, 1994 and 1995.
Financial Accounting Standards Board Statement No. 107, "Disclosures about
Fair Value of Financial Instruments" (FAS 107) defines the fair value of a
financial instrument as the amount at which the instrument could be exchanged
in a current transaction between willing parties:
<TABLE>
<CAPTION>
1994 1995
-------------------------- --------------------------
CARRYING AMOUNT FAIR VALUE CARRYING AMOUNT FAIR VALUE
--------------- ---------- --------------- ----------
<S> <C> <C> <C> <C>
Nonderivatives:
Long-term debt...... $47,845 $47,647 $47,933 $47,638
======= ======= ======= =======
Derivatives:
Forward contracts... $ -- $ 133 $ -- $ 5,094
======= ======= ======= =======
</TABLE>
The fair value of the long-term debt is estimated by discounting expected
cash flows at the rates likely to be offered to the Company for debt of the
same remaining maturities. The fair value of the forward contracts comprised
solely of contracts with CIL, an affiliate, represents the amount of hedging
gain (or loss) deferred and generally reflects the estimated amounts that the
Company would receive or pay to terminate the contracts at the reporting date
based on dealer quotes. All other financial instruments approximate fair
value.
F-17
<PAGE>
DEPUY, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 13--INDUSTRY SEGMENT AND GEOGRAPHIC INFORMATION
The Company operates in one dominant industry segment which includes the
manufacturing and marketing of joint implants, surgical instruments, trauma
products and sports medicine soft goods used primarily by orthopedic medical
specialists in both surgical and non-surgical therapy.
Net sales, operating income and identifiable assets by geographic area are
presented in the following table:
<TABLE>
<CAPTION>
1 9 9 3
------------------------------------------------------------------
UNITED STATES ASIA /PACIFIC EUROPE OTHER ELIMINATIONS TOTAL
------------- ------------- -------- ------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Sales to unaffiliated
customers.............. $306,893 $41,857 $107,628 $10,356 $ -- $466,734
Sales to affiliated cus-
tomers................. 27,535 -- 26,421 -- (53,956) --
-------- ------- -------- ------- -------- --------
Total Sales........... $334,428 $41,857 $134,049 $10,356 $(53,956) $466,734
======== ======= ======== ======= ======== ========
Operating income
(loss)................. $113,252 $ 9,853 $ 13,532 $ 1,410 $ (8,397) $129,650
======== ======= ======== ======= ======== ========
Identifiable assets..... $191,622 $26,929 $210,968 $ 5,096 $(55,448) $379,167
======== ======= ======== ======= ======== ========
</TABLE>
<TABLE>
<CAPTION>
1 9 9 4
------------------------------------------------------------------
UNITED STATES ASIA /PACIFIC EUROPE OTHER ELIMINATIONS TOTAL
------------- ------------- -------- ------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Sales to unaffiliated
customers.............. $358,840 $55,206 $125,068 $12,659 $ -- $551,773
Sales to affiliated cus-
tomers................. 45,226 -- 27,796 -- (73,022) --
-------- ------- -------- ------- ---------- --------
Total Sales........... $404,066 $55,206 $152,864 $12,659 $ (73,022) $551,773
======== ======= ======== ======= ========== ========
Operating income
(loss)................. $119,053 $16,816 $ 24,863 $ 353 $ (9,959) $151,126
======== ======= ======== ======= ========== ========
Identifiable assets..... $298,854 $39,635 $314,426 $16,154 $ (101,541) $567,528
======== ======= ======== ======= ========== ========
</TABLE>
<TABLE>
<CAPTION>
1 9 9 5
-------------------------------------------------------------------
UNITED STATES ASIA /PACIFIC EUROPE OTHER ELIMINATIONS TOTAL
------------- ------------- -------- ------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Sales to unaffiliated
customers.............. $377,264 $71,549 $166,652 $21,096 $ -- $636,561
Sales to affiliated cus-
tomers................. 54,695 982 40,416 26 (96,119) --
-------- ------- -------- ------- --------- --------
Total Sales........... $431,959 $72,531 $207,068 $21,122 $ (96,119) $636,561
======== ======= ======== ======= ========= ========
Operating income
(loss)................. $132,737 $20,710 $ 25,972 $ (931) $ (8,165) $170,323
======== ======= ======== ======= ========= ========
Identifiable assets..... $309,439 $54,940 $355,800 $18,410 $(115,339) $623,250
======== ======= ======== ======= ========= ========
</TABLE>
Intercompany transfers are made at negotiated prices which include profit
margin.
For the years ended December 31, 1993, 1994 and 1995, there were no customers
which accounted for 10% or more of the Company's sales.
Sales to unaffiliated customers based on the customer location were as
follows:
<TABLE>
<CAPTION>
1993 1994 1995
-------- -------- --------
<S> <C> <C> <C>
United States.................................... $296,700 $333,310 $349,909
Europe........................................... 112,608 132,794 172,189
Asia / Pacific................................... 42,903 68,297 90,595
Other regions.................................... 14,523 17,372 23,868
-------- -------- --------
Total sales to unaffiliated customers.......... $466,734 $551,773 $636,561
======== ======== ========
</TABLE>
F-18
<PAGE>
DEPUY, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 14--SUBSEQUENT EVENTS
On March 11, 1996, the Company acquired all of the outstanding shares of
common stock of Orthopedic Technology, Inc. ("OrthoTech"), a manufacturer of
orthopedic products primarily for the sports medicine market, for $46,300 in
cash consideration. For the year ended September 30, 1995, OrthoTech reported
sales of $18,400 and net income of $600 (unaudited). The purchase method of
accounting was applied to this acquisition and a total of $41,600 was
allocated to goodwill. The acquisition was funded by available internal
resources and is reflected in changes in net transfers to affiliate in the
unaudited combined statement of changes in shareholder's equity for the six
months ended June 30, 1996.
The results of OrthoTech operations, since the date of acquisition, are
included in the unaudited combined statement of income for the six month
period ended June 30, 1996 and are not material to combined net sales or
combined net income.
The Company will adopt, effective as of the date of the planned Offering and
subject to shareholder approval, the DePuy, Inc. 1996 Equity Incentive Plan
("Incentive Plan") for the benefit of selected executive personnel, key
employees, sales representatives and consultants. Under the Incentive Plan,
participants may be awarded stock options, stock appreciation rights,
restricted stock and phantom stock units, performance awards payable in cash
or shares of stock and other stock-based awards. The Incentive Plan will
provide for an automatic grant of options, effective as of the date of the
planned Offering and with an exercise price equal to the Offering price, to
each non-employee director of the Company, subject to certain limitations,
immediately following the Offering.
Effective January 1, 1997 the Company will adopt, subject to shareholder
approval, an employee stock purchase plan for the purpose of providing
employees of the Company an opportunity to participate in equity ownership of
the Company by purchasing stock of the Company at a discount.
The Company will account for its stock-based compensation plans in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" (APB 25) and related Interpretations. Under APB 25,
because the exercise price of the employees' stock options will equal or
exceed the market price of the underlying stock on the date of grant, no
compensation expense will be recognized. In October 1995 the Financial
Accounting Standards Board issued Statement No. 123, "Accounting for Stock-
Based Compensation" (FAS 123) which became effective for fiscal years
beginning after December 15, 1995. The Company will adopt the additional
disclosure requirements of FAS 123 in 1996.
F-19
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS (Subject to Completion)
Issued October 29, 1996
14,780,000 Shares
DePuy, Inc.
COMMON STOCK
----------
OF THE 14,780,000 SHARES OF COMMON STOCK BEING OFFERED HEREBY, 2,956,000 SHARES
ARE BEING OFFERED INITIALLY OUTSIDE OF THE UNITED STATES AND CANADA BY THE
INTERNATIONAL UNDERWRITERS AND 11,824,000 SHARES ARE BEING OFFERED INITIALLY
IN THE UNITED STATES AND CANADA BY THE U.S. UNDERWRITERS. SEE
"UNDERWRITING." PRIOR TO THE OFFERING, ALL OF THE ISSUED AND OUTSTANDING
SHARES OF THE COMPANY'S COMMON STOCK WERE OWNED BY CORANGE LIMITED
("CORANGE") AND WHOLLY-OWNED SUBSIDIARIES OF CORANGE. CERTAIN OF THE
SHARES BEING OFFERED HEREBY ARE BEING SOLD BY CORANGE THE "SELLING
STOCKHOLDER"). OF THE 2,956,000 SHARES OF COMMON STOCK BEING OFFERED BY
THE INTERNATIONAL UNDERWRITERS, 1,556,000 SHARES ARE BEING SOLD BY THE
COMPANY AND 1,400,000 SHARES ARE BEING SOLD BY THE SELLING STOCKHOLDER.
OF THE 11,824,000 SHARES OF COMMON STOCK BEING OFFERED BY THE U.S.
UNDERWRITERS, 6,224,000 SHARES ARE BEING SOLD BY THE COMPANY AND
5,600,000 SHARES ARE BEING SOLD BY THE SELLING STOCKHOLDER. UPON
COMPLETION OF THE OFFERING, CORANGE AND ITS SUBSIDIARIES WILL
CONTINUE TO OWN APPROXIMATELY 84.8% OF THE COMMON STOCK. SEE
"PRINCIPAL STOCKHOLDERS." THE COMPANY WILL NOT RECEIVE ANY OF THE
PROCEEDS FROM THE SALE OF SHARES BY THE SELLING STOCKHOLDER.
PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR THE
COMMON STOCK OF THE COMPANY. IT IS CURRENTLY ANTICIPATED THAT
THE INITIAL PUBLIC OFFERING PRICE WILL BE BETWEEN $16 1/2 AND
$18 1/2 PER SHARE. SEE "UNDERWRITING" FOR A DISCUSSION OF THE
FACTORS CONSIDERED IN DETERMINING THE INITIAL PUBLIC OFFERING
PRICE.
----------
THE COMMON STOCK HAS BEEN APPROVED FOR LISTING ON THE NEW YORK STOCK EXCHANGE
UNDER THE SYMBOL "DPU", SUBJECT TO OFFICIAL NOTICE OF ISSUANCE.
----------
SEE "RISK FACTORS" COMMENCING ON PAGE 8 HEREOF, FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
----------
PRICE $ A SHARE
----------
<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS(1) COMPANY (2) STOCKHOLDER
-------- -------------- ----------- -----------
<S> <C> <C> <C> <C>
Per Share....................... $ $ $ $
Total (3)....................... $ $ $ $
</TABLE>
- -----
(1) The Company and the Selling Stockholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
(2) Before deducting expenses payable by the Company estimated at $2,104,336.
(3) The Company has granted to the U.S. Underwriters an option, exercisable
within 30 days of the date hereof, to purchase up to 2,217,000 additional
Shares at the Price to Public less Underwriting Discounts and Commissions
for the purpose of covering over-allotments, if any. If the Underwriters
exercise such option in full, the Total Price to Public, Underwriting
Discounts and Commissions, Proceeds to Company and Proceeds to Selling
Stockholder will be $ , $ , $ and $ , respectively. See
"Underwriting."
----------
The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriters named herein and subject to the approval of certain legal
matters by Davis Polk & Wardwell, counsel for the Underwriters. It is expected
that delivery of the Shares will be made on or about , 1996, at the offices
of Morgan Stanley & Co. Incorporated, New York, N.Y., against payment therefor
in immediately available funds.
----------
MORGAN STANLEY & CO.
International
BEAR, STEARNS INTERNATIONAL LIMITED
COWEN & COMPANY
FURMAN SELZ
, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The other expenses attributable to the Offering are as follows:
<TABLE>
<S> <C>
SEC registration fee............................................. $ 105,736
NASD filing fee.................................................. $ 30,500
NYSE listing fee................................................. $ 452,100
Blue Sky fees and expenses....................................... $ 25,000
Printing and engraving expenses.................................. $ 291,000
Legal fees and expenses.......................................... $ 575,000
Accounting fees and expenses..................................... $ 500,000
Miscellaneous.................................................... $ 125,000
----------
TOTAL.......................................................... $2,104,336
==========
</TABLE>
All of such expenses are to be borne by the Company.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the DGCL authorizes, inter alia, a corporation generally to
indemnify any person ("indemnitee") who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation, in a similar position with another corporation or entity, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. With respect to actions
or suits by or in the right of the corporation, however, an indemnitee who
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation is generally limited to
attorneys' fees and other expenses, and no indemnification shall be made if
such person is adjudged liable to the corporation unless and only to the
extent that a court of competent jurisdiction determines that indemnification
is appropriate. Section 145 further provides that any indemnification shall be
made by the corporation only as authorized in each specific case upon a
determination by the (i) stockholders, (ii) board of directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding or (iii) independent counsel if a quorum of disinterested
directors so directs, that indemnification of the indemnitee is proper because
he has met the applicable standard of conduct. Section 145 provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise.
The Certificate of Incorporation provides that the Company will indemnify,
to the full extent authorized or permitted by law, any person made, or
threatened to be made, a party or witness to any action, suit or proceeding,
whether civil or criminal or otherwise, by reason of the fact that he or she
is or was a director or officer of the Company or by reason of the fact that
such director or officer, at the request of the Company, is or was serving any
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, in any capacity.
The Certificate of Incorporation also provides that no director of the
Company will be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty by such a director as a
director other than for: (i) any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
authorization of illegal dividends, or (iv) any transaction from which such
director derived an improper personal benefit.
II-1
<PAGE>
The Company also has directors' and officers' insurance which covers its
directors and executive officers.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
The Company was incorporated on July 26, 1996. On July 26, 1996, the Company
issued 100 shares of Common Stock, $.01 par value, to Corange U.S. Holdings,
Inc., its immediate shareholder, for the aggregate sum of $100. On September
30, 1996, the Company Corange U.S. Holdings, Inc. merged with and into the
Company, pursuant to which all shares of the Company's Common stock were
cancelled and each share of Corange U.S. Holdings, Inc. was automatically
converted at a ratio of 1:66,030.814 into shares of Common Stock of the
Company.
On September 5, 1996, the Company granted, effective as of the date of the
Offering, 1,274,250 options to purchase shares of the Company's Common Stock
to certain employees and sales representatives, the executive officers and the
non-employee directors of the Company pursuant to the Company's employee
benefit plans.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement.
3.1 Certificate of Incorporation of the Company.*
3.2 By-Laws of the Company.*
5.1 Opinion of Coudert Brothers.
10.1 Employment Agreement, dated May 1, 1996, between Jim Lent and DePuy
Inc.*
10.2 Employment Agreement, dated July 13, 1992, between Michael J. Dormer
and DePuy Inc.*
10.3 Employment Agreement, dated May 1, 1996, between Michael J. Dormer and
DePuy International Limited.*
10.4 Employment Agreement, dated May 1, 1996, between R. Michael McCaffrey
and DePuy Inc.*
10.5 Employment Agreement, dated May 1, 1996, between William E. Tidmore
and DePuy Inc.*
10.6 Employment Agreement, dated May 1, 1996, between Robert E. Morel and
DePuy Inc.*
10.7 Employment Agreement, dated May 1, 1996, between Steve L. Artusi and
DePuy Inc.*
10.8 Employment Agreement, dated May 1, 1996, between Thomas J. Oberhausen
and DePuy Inc.*
10.9 Employment Agreement, dated May 1, 1996, between G. Taylor Seward and
DePuy Inc.*
10.10 DePuy, Inc. 1996 Equity Incentive Plan.
10.11 DePuy, Inc. Employee Stock Option/Purchase Plan.
10.12 Form of Tax Allocation and Indemnity Agreement between the Company,
Boehringer Mannheim Corporation and Corange Limited.
10.13 Form of Registration Rights Agreement between Corange Limited, Corange
International Limited, Corange International Holdings B.V.,
Pharminvest S.A. and the Company.
10.14 Second License Agreement, dated July 24, 1979, by and between
Biomedical Engineering Corp. and DePuy Division of Bio-Dynamics, Inc.
10.15 Amendment to Second License Agreement, dated March 25, 1985, by and
between Biomedical Engineering Trust and DePuy, Division of Boehringer
Mannheim Corporation.
10.16 Purchase Agreement, dated June 1, 1995, by and between Columbia/HCA
Healthcare Corporation and DePuy Inc.
10.17 Letter Agreement, dated July 3, 1995, by and between Columbia/HCA
Healthcare Corporation and DePuy Inc.
10.18 Purchase Agreement, dated August 15, 1995, by and between Columbia/HCA
Healthcare Corporation and DePuy Inc.
10.19 Purchase Agreement, dated June 15, 1995, by and between Columbia/HCA
Healthcare Corporation and DePuy Inc.
10.20 Joint Venture Agreement, dated February 4, 1993, by and among DePuy
Inc., Biedermann Motech GmbH and Lutz Biedermann.
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
10.21 Corange Limited Incentive and Performance Plan--Executive
Remuneration.
10.22 DePuy, Inc. and DePuy International Limited Orthopaedic Extra-
Compensation Opportunity.
10.23 Boehringer Mannheim U.S. Holdings, Inc. Supplemental Retirement Plan
(Plan No. 1).
10.24 Boehringer Mannheim U.S. Holdings, Inc. Supplemental Retirement Plan
(Plan No. 2).
10.25 Trust Deed, dated July 1, 1993, between DePuy International Limited
and George Taylor Seward and Others.
10.26 Deed of Appointment and Retirement for the DePuy Executive Retirement
Benefits Scheme, dated January 23, 1996, between DePuy International
Limited and George Taylor Seward and Others.
10.27 DePuy Inc. 1996 Incentive Planning and Special Recognition Program.
10.28 Boehringer Mannheim U.S. Holdings, Inc. Excess Retirement Plan.
11.1 Statement regarding computation of per share earnings.
21.1 List of Subsidiaries of the Company.
23.1 Consent of Coudert Brothers (filed as Exhibit 5.1 hereto).
23.2 Consent of Price Waterhouse LLP.
24.1 Power of Attorney (contained on signature page).*
27.1 Financial Data Schedule.*
</TABLE>
- --------
* Previously filed
(b) Financial Statement Schedules
Schedule II Valuation and Qualifying Accounts
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
II-3
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes that:
(1) For the purpose of determining any liability under the Securities Act
of 1933, the information omitted from the form of Prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of Prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of Prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
WARSAW, INDIANA, ON OCTOBER 29, 1996.
Depuy, Inc.
*
By: _________________________________
JAMES A. LENT
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
* Chairman and Chief
- ------------------------------------- Executive Officer October 29,
JAMES A. LENT 1996
* Senior Vice
- ------------------------------------- President and Chief October 29,
THOMAS J. OBERHAUSEN Financial and 1996
Accounting Officer
* Director
- ------------------------------------- October 29,
RICHARD C. BOLESKY 1996
Director , 1996
- -------------------------------------
RICHARD A. GILLELAND
* Director
- ------------------------------------- October 29,
GERALD C. HANES 1996
* Director
- ------------------------------------- October 29,
M.L. LOWENKRON 1996
<PAGE>
SIGNATURE TITLE DATE
* Director
- ------------------------------------- October 29,
ROBERT VOLZ, M.D. 1996
* Director
- ------------------------------------- October 29,
ANTHONY WILLIAMS 1996
Steven L. Artusi
*By _________________________________
<PAGE>
SCHEDULE II
DEPUY, INC.
VALUATION AND QUALIFYING ACCOUNTS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DESCRIPTION ADDITIONS
----------- ----------------------
BALANCE AT CHARGED TO CHARGED TO DEDUCTIONS BALANCE AT
BEGINNING COSTS AND OTHER BAD DEBTS END OF
OF PERIOD EXPENSES ACCOUNTS(A) WRITTEN OFF PERIOD
---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful
accounts:
For the year ended
December 31, 1995...... $5,677 $1,863 $ 9 $921 $6,628
For the year ended
December 31, 1994...... 4,004 1,927 9 263 5,677
For the year ended
December 31, 1993...... 3,651 400 34 81 4,004
</TABLE>
- --------
(a) Recovery of amounts previously written off.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NO.
------- ----------- ----
<C> <S> <C>
1.1 Form of Underwriting Agreement.
3.1 Certificate of Incorporation of the Company.*
3.2 By-Laws of the Company.*
5.1 Opinion of Coudert Brothers.
Employment Agreement, dated May 1, 1996, between Jim Lent and
10.1 DePuy Inc.*
Employment Agreement, dated July 13, 1992, between Michael J.
10.2 Dormer and DePuy Inc.*
10.3 Employment Agreement, dated May 1, 1996, between Michael J.
Dormer and DePuy International Limited.*
Employment Agreement, dated May 1, 1996, between R. Michael
10.4 McCaffrey and DePuy Inc.*
Employment Agreement, dated May 1, 1996, between William E.
10.5 Tidmore and DePuy Inc.*
Employment Agreement, dated May 1, 1996, between Robert E.
10.6 Morel and DePuy Inc.*
Employment Agreement, dated May 1, 1996, between Steve L.
10.7 Artusi and DePuy Inc.*
Employment Agreement, dated May 1, 1996, between Thomas J.
10.8 Oberhausen and DePuy Inc.*
Employment Agreement, dated May 1, 1996, between G. Taylor
10.9 Seward and DePuy Inc.*
10.10 DePuy, Inc. 1996 Equity Incentive Plan.
10.11 DePuy, Inc. Employee Stock Option/Purchase Plan.
10.12 Form of Tax Allocation and Indemnity Agreement between the
Company, Boehringer Mannheim Corporation and Corange Limited.
10.13 Form of Registration Rights Agreement between Corange Limited,
Corange International Limited, Corange International Holdings
B.V., Pharminvest S.A., and the Company.
10.14 Second License Agreement, dated July 24, 1979, by and between
Biomedical Engineering Corp. and DePuy Division of Bio-
Dynamics, Inc.
10.15 Amendment to Second License Agreement, dated March 25, 1985, by
and between Biomedical Engineering Trust and DePuy, Division of
Boehringer Mannheim Corporation.
10.16 Purchase Agreement, dated June 1, 1995, by and between
Columbia/HCA Healthcare Corporation and DePuy Inc.
10.17 Letter Agreement, dated July 3, 1995, by and between
Columbia/HCA Healthcare Corporation and DePuy Inc.
10.18 Purchase Agreement, dated August 15, 1995, by and between
Columbia/HCA Healthcare Corporation and DePuy Inc.
10.19 Purchase Agreement, dated June 15, 1995, by and between
Columbia/HCA Healthcare Corporation and DePuy Inc.
10.20 Joint Venture Agreement, dated February 4, 1993, by and among
DePuy Inc., Biedermann Motech GmbH and Lutz Biedermann.
10.21 Corange Limited Incentive and Performance Plan--Executive
Remuneration.
10.22 DePuy, Inc. and DePuy International Limited Orthopaedic Extra-
Compensation Opportunity.
10.23 Boehringer Mannheim U.S. Holdings, Inc. Supplemental Retirement
Plan (Plan No. 1).
10.24 Boehringer Mannheim U.S. Holdings, Inc. Supplemental Retirement
Plan (Plan No. 2).
10.25 Trust Deed, dated July 1, 1993, between DePuy International
Limited and George Taylor Seward and Others.
10.26 Deed of Appointment and Retirement for the DePuy Executive
Retirement Benefits Scheme, dated January 23, 1996, between
DePuy International Limited and George Taylor Seward and
Others.
10.27 DePuy Inc. 1996 Incentive Planning and Special Recognition
Program.
10.28 Boehringer Mannheim U.S. Holdings, Inc. Excess Retirement Plan.
11.1 Statement regarding computation of per share earnings.
21.1 List of Subsidiaries of the Company.
23.1 Consent of Coudert Brothers (filed as Exhibit 5.1 hereto).
23.2 Consent of Price Waterhouse LLP.
24.1 Power of Attorney (contained on signature page).*
27.1 Financial Data Schedule.*
</TABLE>
- --------
* Previously filed
<PAGE>
EXHIBIT 1.1
[FORM OF UNDERWRITING AGREEMENT]
14,780,000 Shares
DePUY, INC.
COMMON STOCK, $.01 PAR VALUE
UNDERWRITING AGREEMENT
October __, 1996
<PAGE>
October __, 1996
Morgan Stanley & Co. Incorporated
Bear, Stearns & Co. Inc.
Cowen & Company
Furman Selz LLC
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. International Limited
Bear, Stearns International Limited
Cowen & Company
Furman Selz LLC
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA England
Dear Sirs and Mesdames:
DePuy, Inc., a Delaware corporation (the "Company"), proposes to issue and
sell to the several Underwriters, and Corange Limited, a shareholder of the
Company (the "Selling Shareholder") proposes to sell to the several
Underwriters, an aggregate of 14,780,000 shares of the common stock, $.01 par
value per share, of the Company (the "Firm Shares"), of which 7,780,000 shares
are to be issued and sold by the Company and 7,000,000 shares are to be sold by
the Selling Shareholder. It is understood that, subject to the conditions
hereinafter stated, 11,824,000 Firm Shares (the "U.S. Firm Shares") will be sold
to the several U.S. Underwriters named in Schedule I hereto (the "U.S.
Underwriters") in connection with the offering and sale of such U.S. Firm Shares
in the United States and Canada to United States and Canadian Persons (as such
terms are defined in the Agreement Between U.S. and International Underwriters
of even date herewith), and 2,956,000 Firm Shares (the "International Shares")
will be sold to the several International Underwriters named in Schedule II
hereto (the "International Underwriters") in connection with the offering and
sale of such International
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Shares outside of the United States and Canada to persons other than United
States and Canadian Persons. Morgan Stanley & Co. Incorporated, Bear, Stearns &
Co. Inc., Cowen & Company and Furman Selz LLC shall act as representatives (the
"U.S. Representatives") of the several U.S. Underwriters, and Morgan Stanley &
Co. International Limited, Bear, Stearns International Limited, Cowen & Company
and Furman Selz LLC will act as representatives (the "International
Representatives") of the several International Underwriters. The U.S.
Underwriters and the International Underwriters are hereinafter collectively
referred to as the Underwriters.
The Company also proposes to issue and sell to the several Underwriters not
more than an additional 2,217,000 shares of the Company's common stock, $.01 par
value per share (the "Additional Shares"), if and to the extent that the U.S.
Representatives shall have determined to exercise, on behalf of the U.S.
Underwriters, the right to purchase such shares of common stock granted to the
U.S. Underwriters in Section 3 hereof. The Firm Shares and the Additional
Shares are hereinafter collectively referred to as the "Shares." The shares of
Common Stock, $.01 par value per share, of the Company to be outstanding after
giving effect to the sales contemplated hereby are hereinafter referred to as
the "Common Stock." The Company and the Selling Shareholder are hereinafter
sometimes collectively referred to as the "Sellers."
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement relating to the Shares. The registration
statement contains two prospectuses, the U.S. prospectus, to be used in
connection with the offering and sale of the Shares in the United States and
Canada to United States and Canadian Persons, and the international prospectus,
to be used in connection with the offering and sale of Shares outside the United
States and Canada to persons other than United States and Canadian Persons. The
international prospectus is identical to the U.S. prospectus except for the
outside front cover page. The registration statement as amended at the time it
becomes effective, including the information (if any) deemed to be part of the
registration statement at the time of effectiveness pursuant to Rule 430A under
the Securities Act of 1933, as amended (the "Securities Act"), is hereinafter
referred to as the "Registration Statement"; the U.S. prospectus and
international prospectus in the respective forms first used to confirm sales of
Shares are hereinafter collectively referred to as the "Prospectus." If the
Company has filed an abbreviated registration statement to
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<PAGE>
register additional shares of Common Stock pursuant to Rule 462(b) under the
Securities Act (the "Rule 462 Registration Statement"), then any reference
herein to the term "Registration Statement" shall be deemed to include such Rule
462 Registration Statement.
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
---------------------------------------------
The Company represents and warrants to and agrees with each of the
Underwriters that:
(a) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect; and no
proceedings for such purpose are pending before or, to the best knowledge of the
Company, threatened by the Commission.
(b) (i) The Registration Statement, when it became effective, did not
contain and, as amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading,
(ii) the Registration Statement and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with the
Securities Act and the applicable rules and regulations of the Commission
thereunder and (iii) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
except that the representations and warranties set forth in this paragraph 1(b)
do not apply to statements or omissions in the Registration Statement or the
Prospectus based upon information relating to any Underwriter furnished to the
Company in writing by such Underwriter through you expressly for use therein.
(c) The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property and to
conduct its business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a
3
<PAGE>
material adverse effect on the Company and its subsidiaries, taken as a whole.
The Pre-Offering Reorganization (as described in the Prospectus) has been
consummated, except that, in the case of the distribution subsidiaries listed in
Exhibit A-2, as of the date hereof only beneficial and not record ownership of
the capital stock of such subsidiaries has been transferred to the Company.
(d) Each subsidiary of the Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the jurisdiction of
its incorporation, has the corporate power and authority to own its property and
to conduct its business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole.
(e) This Agreement has been duly authorized, executed and delivered by the
Company.
(f) The Allocation and Indemnity Agreement among the Company, Corange
Limited and Boehringer Mannheim Corporation (the "Allocation and Indemnity
Agreement") and the Registration Rights Agreement among the Company, Corange
Limited and certain subsidiaries of Corange Limited (the "Registration Rights
Agreement" and, collectively with the Allocation and Indemnity Agreement, the
"Intercompany Agreements") have been duly authorized and, when executed and
delivered by the Company, will constitute valid and binding agreements of the
Company enforceable in accordance with their terms except as enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and the availability of equitable remedies may be
limited by equitable principles of general applicability and except to the
extent that the provisions relating to indemnification and contribution
contained in the Registration Rights Agreement may be deemed unenforceable.
(g) The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.
4
<PAGE>
(h) The shares of Common Stock (including the Shares to be sold by the
Selling Shareholder) outstanding prior to the issuance of the Shares to be sold
by the Company have been duly authorized and are validly issued, fully paid and
non-assessable.
(i) The Shares to be sold by the Company have been duly authorized and,
when issued and delivered in accordance with the terms of this Agreement, will
be validly issued, fully paid and non-assessable, and the issuance of such
Shares will not be subject to any preemptive or similar rights.
(j) The execution and delivery by the Company of, and the performance by
the Company of its obligations under, this Agreement and the Intercompany
Agreements will not contravene any provision of applicable law or the
certificate of incorporation or by-laws of the Company or any agreement or other
instrument binding upon the Company or any of its subsidiaries that is material
to the Company and its subsidiaries, taken as a whole, or any judgment, order or
decree of any governmental body, agency or court having jurisdiction over the
Company or any subsidiary, and no consent, approval, authorization or order of,
or qualification with, any governmental body or agency is required for the
performance by the Company of its obligations under this Agreement or the
Intercompany Agreements, except for such as have been obtained and such as may
be required by the securities or Blue Sky laws of the various states or foreign
jurisdictions in connection with the offer and sale of the Shares.
(k) There has not occurred any material adverse change, or any development
involving a prospective material adverse change, in the condition, financial or
otherwise, or in the earnings, business or operations of the Company and its
subsidiaries, taken as a whole, from that set forth in the Prospectus (exclusive
of any amendments or supplements thereto subsequent to the date of this
Agreement).
(l) There are no legal or governmental proceedings pending or, to the best
knowledge of the Company, threatened to which the Company or any of its
subsidiaries is or may be party or to which any of the properties of the Company
or any of its subsidiaries is or may be subject that are required to be
described in the Registration Statement or the Prospectus and are not so
described or any statutes,
5
<PAGE>
regulations, contracts or other documents that are required to be described in
the Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as required.
(m) Each preliminary prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Securities Act, complied when so filed in all
material respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder.
(n) The Company is not and, after giving effect to the offering and sale
of the Shares to be issued and sold by the Company and the application of the
proceeds thereof as described in the Prospectus, will not be an "investment
company" as such term is defined in the Investment Company Act of 1940, as
amended.
(o) The Company and its subsidiaries (i) are in compliance with any and
all applicable foreign, federal, state and local laws and regulations relating
to the protection of human health and safety, the environment or hazardous or
toxic substances or wastes, pollutants or contaminants ("Environmental Laws"),
(ii) have received all permits, licenses or other approvals required of them
under applicable Environmental Laws to conduct their respective businesses and
(iii) are in compliance with all terms and conditions of any such permit,
license or approval, except where such noncompliance with Environmental Laws,
failure to receive required permits, licenses or other approvals or failure to
comply with the terms and conditions of such permits, licenses or approvals
would not, singly or in the aggregate, have a material adverse effect on the
Company and its subsidiaries, taken as a whole.
(p) Except for the Registration Rights Agreement, there are no contracts,
agreements or understandings between the Company and any person granting such
person the right to require the Company to file a registration statement under
the Securities Act with respect to any securities of the Company or to require
the Company to include such securities with the Shares registered pursuant to
the Registration Statement.
(q) Subsequent to the respective dates as of which information is given in
the Registration Statement and
6
<PAGE>
Prospectus, (1) the Company and its subsidiaries have not incurred any material
liability or obligation, direct or contingent, nor entered into any material
liability or obligation not in the ordinary course of business; (2) the Company
has not purchased any of its outstanding capital stock, nor declared, paid or
otherwise made any dividend or distribution of any kind on its capital stock;
and (3) there has not been any material change in the capital stock, short-term
debt or long-term debt of the Company and its consolidated subsidiaries, except,
in the case of each of (1), (2) and (3) above, as described in or contemplated
by the Prospectus.
(r) The Company and its subsidiaries have good and marketable title in fee
simple to all real property and good and marketable title to all personal
property owned by them which is material to the business of the Company and its
subsidiaries, taken as a whole, in each case free and clear of all liens,
encumbrances and defects except such as are described in the Prospectus or such
as do not materially affect the value of such property and do not interfere with
the use made and proposed to be made of such property by the Company and its
subsidiaries; and any real property and buildings held under lease by the
Company and its subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such property and buildings by the
Company and its subsidiaries, taken as a whole, in each case except as described
in or contemplated by the Prospectus.
(s) The Company and its subsidiaries own or possess, or can acquire on
reasonable terms, all material patents, patent rights, licenses, inventions,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures), trademarks,
service marks and trade names currently employed by them in connection with the
business now operated by them, and neither the Company nor any of its
subsidiaries has received any notice of infringement of or conflict with
asserted rights of others with respect to any of the foregoing which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling or finding,
would result in any material adverse change in the condition, financial or
otherwise, or in the earnings, business or operations of the Company and its
subsidiaries, taken as a
7
<PAGE>
whole, all except as described in or contemplated by the Prospectus.
(t) No material labor dispute with the employees of the Company or any of
its subsidiaries exists, except as described in or contemplated by the
Prospectus, or, to the knowledge of the Company, is imminent; and the Company is
not aware of any existing, threatened or imminent labor disturbance by the
employees of any of its principal suppliers, manufacturers or contractors that
could result in any material adverse change in the condition, financial or
otherwise, or in the earnings, business or operations of the Company and its
subsidiaries, taken as a whole.
(u) The Company and each of its subsidiaries are insured by Bellago, a
wholly-owned subsidiary of the Selling Shareholder, and by insurers of
recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which they are
engaged; neither the Company nor any such subsidiary has been refused any
insurance coverage sought or applied for; and neither the Company nor any such
subsidiary has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its
business at a cost that would not materially and adversely affect the condition,
financial or otherwise, or the earnings, business or operations of the Company
and its subsidiaries, taken as a whole, except as described in or contemplated
by the Prospectus.
(v) The Company and its subsidiaries possess all certificates,
authorizations and permits issued by the appropriate federal, state or foreign
regulatory authorities necessary to conduct their respective businesses, and
neither the Company nor any such subsidiary has received any notice of
proceedings relating to the revocation or modification of any such certificate,
authorization or permit which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in a material adverse
change in the condition, financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a whole, except as
described in or contemplated by the Prospectus.
8
<PAGE>
(w) To the best knowledge of the Company, there are no costs or liabilities
associated with Environmental Laws, including without limitation, any capital or
operating expenditures required for clean-up, closure of properties or
compliance with Environmental Laws or any permit, license or approval, any
related constraints on operating activities and any potential liabilities to
third parties which would, singly or in the aggregate, have a material adverse
effect on the condition, financial or otherwise, or on the earnings, business,
or operations of the Company and its subsidiaries, taken as a whole.
2. REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDER.
---------------------------------------------------------
The Selling Shareholder represents and warrants to and agrees with each of the
Underwriters that:
(a) This Agreement has been duly authorized, executed and delivered by or
on behalf of the Selling Shareholder.
(b) The Intercompany Agreements have been duly authorized by the Selling
Shareholder and, when executed and delivered by the Selling Shareholder, will
constitute, valid and binding agreements of the Selling Shareholder enforceable
in accordance with their terms except as enforceability thereof may be limited
by bankruptcy, insolvency or similar laws affecting creditors' rights generally
and the availability of equitable remedies may be limited by equitable
principles of general applicability and except to the extent that the provisions
relating to indemnification and contribution contained in the Registration
Rights Agreement may be deemed unenforceable.
(c) The execution and delivery by the Selling Shareholder of, and the
performance by the Selling Shareholder of its obligations under, this Agreement
and the Power of Attorney appointing certain individuals as the Selling
Shareholder's attorneys-in-fact to the extent set forth therein, relating to the
transactions contemplated hereby and by the Registration Statement (the "Power
of Attorney"), will not contravene any provision of applicable law, the
certificate of incorporation or by-laws of the Selling Shareholder, any
agreement or other instrument binding upon the Selling Shareholder or any
judgment, order or decree of any governmental body, agency or court having
jurisdiction over the Selling Shareholder, and no consent, approval,
authorization or order of, or qualification with,
9
<PAGE>
any governmental body or agency is required for the performance by the Selling
Shareholder of its obligations under this Agreement or the Power of Attorney of
the Selling Shareholder, except such as may have been obtained and such as may
be required by the securities or Blue Sky laws of the various states or foreign
jurisdictions in connection with the offer and sale of the Shares.
(d) The Selling Shareholder has, and on the Closing Date will have, valid
title to the Shares to be sold by the Selling Shareholder and the legal right
and power, and all authorization and approval required by law, to enter into
this Agreement and the Power of Attorney and the Intercompany Agreements and to
sell, transfer and deliver the Shares to be sold by the Selling Shareholder.
(e) The Power of Attorney has been duly authorized, executed and delivered
by the Selling Shareholder and is a valid and binding agreement of the Selling
Shareholder.
(f) Delivery of the Shares to be sold by the Selling Shareholder pursuant
to this Agreement will pass title to the Shares free and clear of any security
interests, claims, liens, equities and other encumbrances.
(g) (i) The Registration Statement, when it became effective, did not
contain and, as amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading,
(ii) the Registration Statement and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with the
Securities Act and the applicable rules and regulations of the Commission
thereunder and (iii) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
except that the representations and warranties set forth in this paragraph 2(g)
shall apply only to statements or omissions in the Registration Statement or the
Prospectus based upon information relating to the Selling Shareholder furnished
to the Company in writing by the Selling Shareholder expressly for use therein.
10
<PAGE>
3. AGREEMENTS TO SELL AND PURCHASE. Each Seller, severally and not
-------------------------------
jointly, hereby agrees to sell to the several Underwriters, and each
Underwriter, upon the basis of the representations and warranties herein
contained, but subject to the conditions hereinafter stated, agrees, severally
and not jointly, to purchase from such Seller at $______ a share (the "Purchase
Price") the number of Firm Shares (subject to such adjustments to eliminate
fractional shares as you may determine) that bears the same proportion to the
number of Firm Shares to be sold by such Seller as the number of Firm Shares set
forth in Schedules I and II hereto opposite the name of such Underwriter bears
to the total number of Firm Shares.
On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to sell
to the U.S. Underwriters the Additional Shares, and the U.S. Underwriters shall
have a one-time right to purchase, severally and not jointly, up to 2,217,000
Additional Shares at the Purchase Price. If the U.S. Representatives, on behalf
of the U.S. Underwriters, elect to exercise such option, the U.S.
Representatives shall so notify the Company in writing not later than 30 days
after the date of this Agreement, which notice shall specify the number of
Additional Shares to be purchased by the U.S. Underwriters and the date on which
such shares are to be purchased. Such date may be the same as the Closing Date
(as defined below) but not earlier than the Closing Date nor later than ten
business days after the date of such notice. Additional Shares may be purchased
as provided in Section 5 hereof solely for the purpose of covering over-
allotments made in connection with the offering of the Firm Shares. If any
Additional Shares are to be purchased, each U.S. Underwriter agrees, severally
and not jointly, to purchase the number of Additional Shares (subject to such
adjustments to eliminate fractional shares as the U.S. Representatives may
determine) that bears the same proportion to the total number of Additional
Shares to be purchased as the number of Firm Shares set forth in Schedule I
hereto opposite the name of such U.S. Underwriter bears to the total number of
Firm Shares.
Each Seller hereby agrees that, without the prior written consent of Morgan
Stanley & Co. Incorporated on behalf of the Underwriters, it will not, during
the period ending 180 days after the date of the Prospectus, (i) offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any
11
<PAGE>
securities convertible into or exercisable or exchangeable for Common Stock
(whether such shares or any such securities are now owned by such Seller or are
hereafter acquired) or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of the Common Stock, whether any such transaction described in clause
(i) or (ii) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. The foregoing sentence shall not apply to (A)
the Shares to be sold hereunder, (B) in the case of the Company, any options or
phantom stock units granted to employees, consultants, sales representatives or
non-employee directors under the Company's incentive plan (as such terms are
defined in such plan), and shares of Common Stock issued in connection with the
exercise of any option or the conversion of any phantom stock units issued under
the Company's incentive plan or any stock issued or purchased or options granted
in connection with the Company's employee stock/option purchase plan, and (C) in
the case of shareholders of the Company, transfers to other direct or indirect
subsidiaries of the Selling Shareholder, provided that all such transferees will
be subject to the above sale restrictions. In addition, the Selling Shareholder
hereby agrees that, without the prior written consent of Morgan Stanley & Co.
Incorporated on behalf of the Underwriters, it will not, and it will not permit
any of its subsidiaries to, during the period ending 180 days after the date of
the Prospectus, make any demand for, or exercise any right with respect to, the
registration of any shares of Common Stock or any security convertible into or
exercisable or exchangeable for Common Stock.
4. TERMS OF PUBLIC OFFERING. The Sellers are advised by you that the
------------------------
Underwriters propose to make a public offering of their respective portions of
the Shares as soon after the Registration Statement and this Agreement have
become effective as in your judgment is advisable. The Sellers are further
advised by you that the Shares are to be offered to the public initially at
$_____________ a share (the "Public Offering Price") and to certain dealers
selected by you at a price that represents a concession not in excess of $______
a share under the Public Offering Price, and that any Underwriter may allow, and
such dealers may reallow, a concession, not in excess of $_____ a share, to any
Underwriter or to certain other dealers.
5. PAYMENT AND DELIVERY. Payment for the Firm Shares to be sold by each
--------------------
Seller shall be made to such Seller in Federal or other funds immediately
available in New York City against
12
<PAGE>
delivery of such Firm Shares for the respective accounts of the several
Underwriters at 10:00 A.M., New York City time, on November __, 1996, or at such
other time on the same or such other date, not later than _________, 1996, as
shall be agreed upon by you and the Company. The time and date of such payment
are hereinafter referred to as the "Closing Date."
Payment for any Additional Shares shall be made to the Company in Federal
or other funds immediately available in New York City against delivery of such
Additional Shares for the respective accounts of the several Underwriters at
10:00 A.M., New York City time, on the date specified in the notice described in
Section 3 or at such other time on the same or on such other date, in any event
not later than _______, 1996, as shall be agreed upon by the U.S.
Representatives and the Company. The time and date of such payment are
hereinafter referred to as the "Option Closing Date."
Certificates for the Firm Shares and Additional Shares shall be in
temporary or definitive form and registered in such names and in such
denominations as you shall request in writing not later than one full business
day prior to the Closing Date or the Option Closing Date, as the case may be.
The certificates evidencing the Firm Shares and Additional Shares shall be
delivered to you on the Closing Date or the Option Closing Date, as the case may
be, for the respective accounts of the several Underwriters, with any transfer
taxes payable in connection with the transfer of the Shares to the Underwriters
duly paid, against payment of the Purchase Price therefor.
6. CONDITIONS TO THE UNDERWRITERS' OBLIGATIONS. The obligations of the
-------------------------------------------
Sellers to sell the Shares to the Underwriters and the several obligations of
the Underwriters to purchase and pay for the Shares on the Closing Date are
subject to the condition that the Registration Statement shall have become
effective not later than 3:00 P.M. (New York City time) on the date hereof, and
no stop order suspending the effectiveness of the Registration Statement shall
have been issued under the Securities Act or proceeding therefor initiated or
threatened by the Commission.
The several obligations of the Underwriters are subject to the following
further conditions:
(a) Subsequent to the execution and delivery of this Agreement and prior
to the Closing Date, there shall not have occurred any change, or any
development involving a
13
<PAGE>
prospective change, in the condition, financial or otherwise, or in the
earnings, business or operations of the Company and its subsidiaries, taken as a
whole, from that set forth in the Prospectus (exclusive of any amendments or
supplements thereto subsequent to the date of this Agreement) that, in your
judgment, is material and adverse and that makes it, in your judgment,
impracticable to market the Shares on the terms and in the manner contemplated
in the Prospectus.
(b) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer of the
Company to the effect that the representations and warranties of the Company
contained in this Agreement are true and correct in all material respects as of
the Closing Date and that the Company has complied in all material respects with
all of the agreements and satisfied all of the conditions on its part to be
performed or satisfied hereunder on or before the Closing Date.
The officer signing and delivering such certificate may rely upon the best
of his or her knowledge as to proceedings threatened.
(c) The Underwriters shall have received on the Closing Date an opinion of
Coudert Brothers, outside counsel for the Company, dated the Closing Date, to
the effect that:
(i) the Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property
and to conduct its business as described in the Prospectus and is duly
qualified to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole; the
Reorganization has been consummated, except that, in the case of the
distribution subsidiaries listed in Exhibit A-2, as of the date hereof only
beneficial and not record ownership of the capital stock of such
subsidiaries has been transferred to the Company;
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(i) each subsidiary of the Company listed on Exhibit A (each a
"Significant Subsidiary") has been duly incorporated, is validly existing
as a corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property
and to conduct its business as described in the Prospectus and is duly
qualified to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole;
(iii) the authorized capital stock of the Company conforms as to
legal matters to the description thereof contained in the Prospectus;
(iv) the shares of Common Stock (including the Shares to be sold by
the Selling Shareholder) outstanding prior to the issuance of the Shares to
be sold by the Company have been duly authorized and are validly issued,
fully paid and non-assessable;
(v) the Shares to be sold by the Company have been duly authorized
and, when issued and delivered in accordance with the terms of this
Agreement, will be validly issued, fully paid and non-assessable, and the
issuance of such Shares will not be subject to any preemptive or similar
rights;
(vi) this Agreement has been duly authorized, executed and
delivered by the Company;
(vii) The Intercompany Agreements have been duly authorized,
executed and delivered by the Company and constitute valid and binding
agreements of the Company enforceable in accordance with their terms except
as enforceability thereof may be limited by bankruptcy, insolvency and
similar laws affecting creditors' rights generally and the availability of
equitable remedies may be limited by equitable principles of general
applicability and except to the extent that the provisions relating to
indemnification and contribution contained in the Registration Rights
Agreement may be deemed unenforceable;
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(viii) the execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement and the
Intercompany Agreements will not contravene any provision of applicable law
or the certificate of incorporation or by-laws of the Company or, to the
best of such counsel's knowledge, any agreement or other instrument binding
upon the Company or any of its subsidiaries that is material to the Company
and its subsidiaries, taken as a whole, or, to the best of such counsel's
knowledge, any judgment, order or decree of any governmental body, agency
or court having jurisdiction over the Company or any subsidiary, and no
consent, approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by the Company
of its obligations under this Agreement or the Intercompany Agreements,
except such as have been obtained or as may be required by the securities
or Blue Sky laws of the various states or foreign jurisdictions in
connection with the offer and sale of the Shares by the U.S. Underwriters
(as to which such counsel need express no opinion);
(ix) the statements (A) in the Prospectus under the captions
"Pre-Offering Reorganization"; "Business -Government Regulation; - Legal
Proceedings"; "Management"; "Certain Transactions"; and "Description of
Capital Stock" and (B) in the Registration Statement in Items 14 and 15, in
each case insofar as such statements constitute summaries of the legal
matters, documents or proceedings referred to therein, fairly present the
information called for with respect to such legal matters, documents and
proceedings and fairly summarize the matters referred to therein;
(x) after due inquiry, such counsel does not know of any legal or
governmental proceedings pending or threatened to which the Company or any
of its subsidiaries is a party or to which any of the properties of the
Company or any of its subsidiaries is subject that are required to be
described in the Registration Statement or the Prospectus and are not so
described or of any statutes, regulations, contracts or other documents
that are required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement that
are not described or filed as required;
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(xi) the Company is not and, after giving effect to the offering
and sale of the Shares and the application of the proceeds thereof as
described in the Prospectus, will not be an "investment company" as such
term is defined in the Investment Company Act of 1940, as amended; and
(xii) such counsel (A) is of the opinion that the Registration
Statement and Prospectus (except for financial statements and schedules and
other financial and statistical data including market share data included
therein as to which such counsel need not express any opinion) comply as to
form in all material respects with the Securities Act and the applicable
rules and regulations of the Commission thereunder, (B) has no reason to
believe that (except for financial statements and schedules and other
financial and statistical data including market share data as to which such
counsel need not express any belief) the Registration Statement and the
prospectus included therein at the time the Registration Statement became
effective contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading and (C) has no reason to believe that
(except for financial statements and schedules and other financial and
statistical data including market share data as to which such counsel need
not express any belief) the Prospectus contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading.
(d) The Underwriters shall have received on the Closing Date an opinion of
Coudert Brothers, counsel for the Selling Shareholder, dated the Closing Date,
to the effect that:
(i) this Agreement has been duly authorized, executed and delivered
by or on behalf of the Selling Shareholder;
(ii) The Intercompany Agreements have been duly authorized, executed
and delivered by the Selling Shareholder and constitute valid and binding
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obligations of the Selling Shareholder enforceable in accordance with their
terms except as enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and the
availability of equitable remedies may be limited by equitable principles
of general applicability and except to the extent that the provisions
relating to indemnity and contribution contained in the Registration Rights
Agreement, may be deemed unenforceable;
(iii) the execution and delivery by the Selling Shareholder of, and
the performance by the Selling Shareholder of its obligations under, this
Agreement and the Power of Attorney of the Selling Shareholder and the
Intercompany Agreements will not contravene any provision of applicable
law, or the certificate of incorporation or by-laws of the Selling
Shareholder, or, to the best of such counsel's knowledge, any agreement or
other instrument binding upon the Selling Shareholder or, to the best of
such counsel's knowledge, any judgment, order or decree of any governmental
body, agency or court having jurisdiction over the Selling Shareholder, and
no consent, approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by the Selling
Shareholder of its obligations under this Agreement or the Power of
Attorney or the Intercompany Agreements except such as have been obtained
or such as may be required by the securities or Blue Sky laws of the
various states or foreign jurisdictions in connection with offer and sale
of the Shares by the U.S. Underwriters (as to which such counsel need
express no opinion);
(iv) to the best of such counsel's knowledge the Selling Shareholder
has valid title to the Shares to be sold by such Selling Shareholder and
the legal right and power, and all authorization and approval required by
law, to enter into this Agreement and the Power of Attorney and the
Intercompany Agreements, and to sell, transfer and deliver the Shares to be
sold by the Selling Shareholder;
(v) the Power of Attorney of the Selling Shareholder has been duly
authorized, executed and delivered by the Selling Shareholder and is a
valid and binding agreement of the Selling Shareholder; and
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(vi) delivery of the Shares to be sold by the Selling Shareholder
pursuant to this Agreement will pass title to such Shares free and clear of
any security interests, claims, liens, equities and other encumbrances or
adverse claims (as such term is defined in Section 8-302 of the Uniform
Commercial Code in the State of New York), assuming that each of the
Underwriters is acting in good faith and has no notice of any adverse
claim.
(e) The Underwriters shall have received on the Closing Date an opinion of
Steven L. Artusi, Esq., Senior Vice President, General Counsel and Secretary of
the Company to the effect that:
(i) the statements in the Prospectus under the captions "Risk Factors -
Patents and Proprietary Know-how"; " - Patent Litigation"; and "Business -
Intellectual Property" fairly summarize the legal documents, matters and
proceedings set forth therein; and
(ii) such counsel has no reason to believe that the information under
the captions referred to in clause (i) above in the Prospectus at the time
the Registration Statement was declared effective contained (or in the
Prospectus as amended or supplemented, if applicable, as of the Closing
Date contains) any untrue statement of a material fact or omitted or omits
to state a material fact necessary to make the statements therein not
misleading.
Such counsel may state that his opinion is based upon review and discussion
of the contents thereof with personnel at the Company familiar with such matters
and independent patent counsel to the Company but is otherwise without
independent check or verification.
(f) The Underwriters shall have received on the Closing Date an opinion of
Davis Polk & Wardwell, counsel for the Underwriters, dated the Closing Date,
covering the matters referred to in subparagraphs (vi), (vii), (ix) (but only as
to the statements in the Prospectus under "Description of Capital Stock" and
"Underwriters") and (xii) of paragraph (c) above.
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With respect to subparagraph (xii) of paragraph (c) above, Coudert Brothers
and Davis Polk & Wardwell may state that their opinion and belief are based upon
their participation in the preparation of the Registration Statement and
Prospectus and any amendments or supplements thereto and review and discussion
of the contents thereof, but are without independent check or verification,
except as specified. With respect to paragraphs (c) and (d) above, Coudert
Brothers may rely upon an opinion or opinions of local counsel for the Company,
its subsidiaries and the Selling Shareholder and, with respect to factual
matters and to the extent such counsel deems appropriate, upon certificates of
the Company and the Selling Shareholder and the representations of the Selling
Shareholder contained herein and in the Power of Attorney and in other documents
and instruments; provided that (A) each such counsel is satisfactory to your
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counsel, (B) a copy of each opinion so relied upon is delivered to you and is in
form and substance satisfactory to your counsel, (C) copies of the Power of
Attorney and of any such other documents and instruments shall be delivered to
you and shall be in form and substance satisfactory to your counsel and (D)
Coudert Brothers shall state in their opinion that they are justified in relying
on each such other opinion.
The opinions of Coudert Brothers described in paragraphs (c) and (d) above
and Steven L. Artusi, Esq. described in paragraph (e) above (and any opinions of
other counsel referred to in the immediately preceding paragraph) shall be
rendered to the Underwriters at the request of the Company or the Selling
Shareholder, as the case may be, and shall so state therein.
(g) The Underwriters shall have received, on each of the date hereof and
the Closing Date, a letter dated the date hereof or the Closing Date, as the
case may be, in form and substance satisfactory to the Underwriters, from Price
Waterhouse LLP, independent public accountants, containing statements and
information of the type ordinarily included in accountants' "comfort letters" to
underwriters with respect to the financial statements and certain financial
information contained in the Registration Statement and the Prospectus; provided
--------
that the letter delivered on the Closing Date shall use a "cut-off date" not
earlier than the date hereof.
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(h) The "lock-up" agreements, each substantially in the form of Exhibit B
hereto, between you and certain shareholders, officers and directors of the
Company relating to sales and certain other dispositions of shares of Common
Stock or certain other securities, delivered to you on or before the date
hereof, shall be in full force and effect on the Closing Date.
The several obligations of the U.S. Underwriters to purchase Additional
Shares hereunder are subject to the delivery to the U.S. Representatives on the
Option Closing Date of such documents as you may reasonably request with respect
to the good standing of the Company, the due authorization and issuance of the
Additional Shares and other matters related to the issuance of the Additional
Shares.
7. COVENANTS OF THE COMPANY. In further consideration of the agreements
------------------------
of the Underwriters herein contained, the Company covenants with each
Underwriter as follows:
(a) To furnish to you, without charge, five signed copies, which may
include facsimile signatures, of the Registration Statement (including exhibits
thereto) and for delivery to each other Underwriter a conformed copy of the
Registration Statement (without exhibits thereto) and to furnish to you in New
York City, without charge, prior to 4:00 P.M. New York City time on the business
day next succeeding the date of this Agreement and during the period mentioned
in paragraph (c) below, as many copies of the Prospectus and any supplements and
amendments thereto or to the Registration Statement as you may reasonably
request.
(b) Before amending or supplementing the Registration Statement or the
Prospectus, to furnish to you a copy of each such proposed amendment or
supplement and not to file any such proposed amendment or supplement to which
you reasonably object, and to file with the Commission within the applicable
period specified in Rule 424(b) under the Securities Act any prospectus required
to be filed pursuant to such Rule.
(c) If, during such period after the first date of the public offering of
the Shares as in the opinion of counsel for the Underwriters the Prospectus is
required by law to be delivered in connection with sales by an Underwriter or
dealer, any event shall occur or condition exist as a result
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<PAGE>
of which it is necessary to amend or supplement the Prospectus in order to make
the statements therein, in the light of the circumstances when the Prospectus is
delivered to a purchaser, not misleading, or if, in the opinion of counsel for
the Underwriters, it is necessary to amend or supplement the Prospectus to
comply with applicable law, forthwith to prepare, file with the Commission and
furnish, at its own expense, to the Underwriters and to the dealers (whose names
and addresses you will furnish to the Company) to which Shares may have been
sold by you on behalf of the Underwriters and to any other dealers upon request,
either amendments or supplements to the Prospectus so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the
circumstances when the Prospectus is delivered to a purchaser, be misleading or
so that the Prospectus, as amended or supplemented, will comply with law.
(d) To endeavor to qualify the Shares for offer and sale under the
securities or Blue Sky laws of such jurisdictions as you shall reasonably
request; provided, however, that no such qualification shall be required in any
jurisdiction where, as a result thereof, the Company would be subject to service
of general process or to taxation as a foreign corporation doing business in
such jurisdiction.
(e) To make generally available to the Company's security holders and to
you as soon as practicable an earnings statement covering the twelve-month
period ending December 31, 1997 that satisfies the provisions of Section 11(a)
of the Securities Act and the rules and regulations of the Commission
thereunder.
8. EXPENSES. Whether or not the transactions contemplated in this
--------
Agreement are consummated or this Agreement is terminated, the Sellers agree to
pay or cause to be paid all expenses incident to the performance of their
obligations under this Agreement, including: (i) the fees, disbursements and
expenses of the Company's counsel, the Company's accountants and counsel for the
Selling Shareholder in connection with the registration and delivery of the
Shares under the Securities Act and all other fees or expenses in connection
with the preparation and filing of the Registration Statement, any preliminary
prospectus, the Prospectus and amendments and supplements to any of the
foregoing, including all printing costs associated there with, and the mailing
and delivering of copies thereof to the Underwriters and dealers, in the
quantities hereinabove
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<PAGE>
specified, (ii) all costs and expenses related to the transfer and delivery of
the Shares to the Underwriters, including any transfer or other taxes payable
thereon, (iii) the cost of printing or producing any Blue Sky memorandum in
connection with the offer and sale of the Shares under state securities laws and
all expenses in connection with the qualification of the Shares for offer and
sale under state securities laws as provided in Section 7(d) hereof, including
filing fees and the reasonable fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky memorandum, up to a maximum of $25,000, (iv) all filing fees and
disbursements of counsel to the Underwriters incurred in connection with the
review and qualification of the offering of the Shares by the National
Association of Securities Dealers, Inc., (v) all fees and expenses in connection
with the preparation and filing of the registration statement on Form 8-A
relating to the Common Stock and all costs and expenses incident to listing the
Shares on the New York Stock Exchange, (vi) the cost of printing certificates
representing the Shares, (vii) the costs and charges of any transfer agent,
registrar or depositary, (viii) the costs and expenses of the Company relating
to investor presentations on any "road show" undertaken in connection with the
marketing of the offering of the Shares, including, without limitation, expenses
associated with the production of road show slides and graphics, fees and
expenses of any consultants engaged in connection with the road show
presentations with the prior approval of the Company, travel and lodging
expenses of the representatives and officers of the Company and any such
consultants, and the cost of any aircraft chartered in connection with the road
show, and (ix) all other costs and expenses incident to the performance of the
obligations of the Company hereunder for which provision is not otherwise made
in this Section. It is understood, however, that, except as provided in clauses
(iii) and (iv) of this Section, Section 9 entitled "Indemnity and Contribution",
and the last paragraph of Section 11 below, the Underwriters will pay all of
their costs and expenses, including fees and disbursements of their counsel;
stock transfer taxes payable on resale of any of the Shares by them; any
advertising expenses connected with any offers they may make and the cost of
after market stabilization; mailings, telexes, shipping, wires and faxes
(including all delivery costs with respect to the Prospectus and any preliminary
prospectus); roadshow or closing banquets and the underwriters' portion of the
road show expenses (including travel, charter flights, limousines, hotels and
meals).
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The provisions of this Section shall not supersede or otherwise affect any
agreement that the Sellers may otherwise have for the allocation of such
expenses among themselves.
9. INDEMNITY AND CONTRIBUTION. (a) The Company agrees to indemnify and
--------------------------
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or any amendment thereof, any preliminary
prospectus or the Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, or, in the
case of the Prospectus, make the statements therein, in light of the
circumstances in which they were made, not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any untrue statement
or omission or alleged untrue statement or omission based upon information
relating to any Underwriter furnished to the Company in writing by such
Underwriter through you expressly for use therein.
(b) The Selling Shareholder agrees to indemnify and hold harmless the
Company, its directors, its officers who sign the Registration Statement and
each person, if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act from and
against any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus or
the Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or, in the case of the
Prospectus, make the statements therein, in light of the circumstances in which
they were made, not misleading, but only
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with reference to information relating to the Selling Shareholder furnished in
writing by or on behalf of the Selling Shareholder expressly for use in the
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto.
(c) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, the Selling Shareholder, the directors of the
Company, the officers of the Company who sign the Registration Statement and
each person, if any, who controls the Company or the Selling Shareholder within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any amendment thereof,
any preliminary prospectus or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading or,
in the case of the Prospectus, necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading, but only
with reference to information relating to such Underwriter furnished to the
Company in writing by such Underwriter through you expressly for use in the
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto.
(d) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to paragraph (a), (b) or (c) of this Section 9, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of
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such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that the indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for (i) the fees and expenses of more than one
separate firm (in addition to any local counsel) for all Underwriters and all
persons, if any, who control any Underwriter within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, (ii) the
fees and expenses of more than one separate firm (in addition to any local
counsel) for the Company, its directors, its officers who sign the Registration
Statement and each person, if any, who controls the Company within the meaning
of either such Section and (iii) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Selling Shareholder and all
persons, if any, who control the Selling Shareholder within the meaning of
either such Section, and that all such fees and expenses shall be reimbursed as
they are incurred. In the case of any such separate firm for the Underwriters
and such control persons of any Underwriters, such firm shall be designated in
writing by Morgan Stanley & Co. Incorporated. In the case of any such separate
firm for the Company, and such directors, officers and control persons of the
Company, such firm shall be designated in writing by the Company. In the case of
the separate firm for the Selling Shareholder and such control persons of the
Selling Shareholder, such firm shall be designated in writing by the Selling
Shareholder. The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.
(e) To the extent the indemnification provided for in paragraph (a), (b)
or (c) of this Section 9 is unavailable to an
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<PAGE>
indemnified party or insufficient in respect of any losses, claims, damages or
liabilities referred to therein, then each indemnifying party under such
paragraph, in lieu of indemnifying such indemnified party thereunder, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party
or parties on the one hand and the indemnified party or parties on the other
hand from the offering of the Shares or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the indemnifying party or parties on the
one hand and of the indemnified party or parties on the other hand in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Sellers on the one hand and the Underwriters
on the other hand in connection with the offering of the Shares shall be deemed
to be in the same respective proportions as the net proceeds from the offering
of the Shares (before deducting expenses) received by each Seller and the total
underwriting discounts and commissions received by the Underwriters, in each
case as set forth in the table on the cover of the Prospectus, bear to the
aggregate Public Offering Price of the Shares. The relative fault of the
Sellers on the one hand and the Underwriters on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Sellers or by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The
Underwriters' respective obligations to contribute pursuant to this Section 9
are several in proportion to the respective numbers of Shares they have
purchased hereunder, and not joint.
(f) The Sellers and the Underwriters agree that it would not be just or
equitable if contribution pursuant to this Section 9 were determined by pro rata
--- ----
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (e) of this Section 9. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or
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other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 9, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Shares
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 9 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.
(g) The indemnity and contribution provisions contained in this Section 9
and the representations, warranties and other statements of the Company and the
Selling Shareholder contained in this Agreement shall remain operative and in
full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter, the Selling Shareholder or any person controlling
the Selling Shareholder, or the Company, its officers or directors or any person
controlling the Company and (iii) acceptance of and payment for any of the
Shares.
10. TERMINATION. This Agreement shall be subject to termination by notice
-----------
given by you to the Company, if (a) after the execution and delivery of this
Agreement and prior to the Closing Date (i) trading generally shall have been
suspended or materially limited on or by, as the case may be, any of the New
York Stock Exchange, the American Stock Exchange, the National Association of
Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any
securities of the Company shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in your judgment, is material and adverse and (b) in the case of any of
the events specified in clauses (a)(i) through (iv), such event, singly or
together with any other such event, makes it, in your
28
<PAGE>
judgment, impracticable to market the Shares on the terms and in the manner
contemplated in the Prospectus.
11. EFFECTIVENESS; DEFAULTING UNDERWRITERS. This Agreement shall become
--------------------------------------
effective upon the execution and delivery hereof by the parties hereto.
If, on the Closing Date or the Option Closing Date, as the case may be, any
one or more of the Underwriters shall fail or refuse to purchase Shares that it
has or they have agreed to purchase hereunder on such date, and the aggregate
number of Shares which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase is not more than one-tenth of the aggregate number
of the Shares to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions that the number of Firm Shares set forth
opposite their respective names in Schedules I and II bears to the aggregate
number of Firm Shares set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as you may specify, to purchase the
Shares which such defaulting Underwriter or Underwriters agreed but failed or
refused to purchase on such date; provided that in no event shall the number of
--------
Shares that any Underwriter has agreed to purchase pursuant to this Agreement be
increased pursuant to this Section 11 by an amount in excess of one-ninth of
such number of Shares without the written consent of such Underwriter. If, on
the Closing Date, any Underwriter or Underwriters shall fail or refuse to
purchase Firm Shares and the aggregate number of Firm Shares with respect to
which such default occurs is more than one-tenth of the aggregate number of Firm
Shares to be purchased, and arrangements satisfactory to you, the Company and
the Selling Shareholder for the purchase of such Firm Shares are not made within
36 hours after such default, this Agreement shall terminate without liability on
the part of any non-defaulting Underwriter, the Company or the Selling
Shareholder. In any such case either you or the relevant Sellers shall have the
right to postpone the Closing Date, but in no event for longer than seven days,
in order that the required changes, if any, in the Registration Statement and in
the Prospectus or in any other documents or arrangements may be effected. If,
on the Option Closing Date, any U.S. Underwriter or Underwriters shall fail or
refuse to purchase Additional Shares and the aggregate number of Additional
Shares with respect to which such default occurs is more than one-tenth of the
aggregate number of Additional Shares to be purchased, the non-defaulting U.S.
Underwriters shall have the option to (i) terminate their obligation hereunder
to purchase Additional Shares or (ii) purchase not less than the
29
<PAGE>
number of Additional Shares that such non-defaulting U.S. Underwriters would
have been obligated to purchase in the absence of such default. Any action
taken under this paragraph shall not relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters, or any of them,
because of any failure or refusal on the part of any Seller to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any
reason any Seller shall be unable to perform its obligations under this
Agreement, the Sellers will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering contemplated hereunder.
12. COUNTERPARTS. This Agreement may be signed in two or more
------------
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
13. APPLICABLE LAW. This Agreement shall be governed by and construed in
--------------
accordance with the internal laws of the State of New York.
14. HEADINGS. The headings of the sections of this Agreement have been
--------
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.
30
<PAGE>
Very truly yours,
DePuy, Inc.
By_____________________________
Name:
Title:
Corange Limited
By_____________________________
Attorney-in-Fact
31
<PAGE>
Accepted as of the date hereof
Morgan Stanley & Co. Incorporated
Bear, Stearns & Co. Inc.
Cowen & Company
Furman Selz LLC
Acting severally on behalf
of themselves and the
several U.S. Underwriters named
herein.
By Morgan Stanley & Co.
Incorporated
By___________________________
Name:
Title:
Morgan Stanley & Co. International Limited
Bear, Stearns International Limited
Cowen & Company
Furman Selz LLC
Acting severally on behalf
of themselves and the
several International Underwriters
By Morgan Stanley & Co.
International Limited
By___________________________
Name:
Title:
<PAGE>
SCHEDULE I
Number of
U.S. Firm Shares
U.S. Underwriter To Be Purchased
---------------- ---------------
Morgan Stanley & Co. Incorporated
Bear, Stearns & Co. Inc.
Cowen & Company
Furman Selz LLC
_______________
Total ........
===============
<PAGE>
SCHEDULE II
Number of
International
Firm Shares
International Underwriter To Be Purchased
------------------------- ---------------
Morgan Stanley & Co. International Limited
Bear, Stearns International Limited
Cowen & Company
Furman Selz LLC
_______________
Total ........
===============
<PAGE>
Exhibit A
---------
List of Significant Subsidiaries
--------------------------------
DePuy Orthotech
DePuy Ace
DePuy International
<PAGE>
Exhibit A-2
-----------
List of Distribution Subsidiaries
---------------------------------
<PAGE>
Exhibit B
---------
[FORM OF LOCK-UP LETTER]
------------------------
____________, 1996
Morgan Stanley & Co. Incorporated
Furman Selz LLC
Bear, Stearns & Co. Inc.
Cowen & Company
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
Morgan Stanley & Co. International Limited
Bear, Stearns & International Limited
Cowen & Company
Furman Selz LLC
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA England
Dear Sirs and Mesdames:
The undersigned understands that Morgan Stanley & Co. Incorporated
("Morgan Stanley") proposes to enter into an Underwriting Agreement (the
"Underwriting Agreement") with DePuy, Inc., a Delaware corporation (the
"Company"), providing for the public offering (the "Public Offering") by the
several Underwriters, including Morgan Stanley (the "Underwriters"), of ___
shares (the "Shares") of the Common Stock, $.01 par value per share, of the
Company (the "Common Stock").
To induce the Underwriters that may participate in the Public
Offering to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Morgan
Stanley on behalf of the Underwriters, it will not, during the period
commencing on the date hereof and ending 180 days after the date of the final
prospectus relating to the Public Offering
<PAGE>
(the "Prospectus"), (1) offer, pledge, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase or otherwise transfer or dispose of,
directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock (whether such
shares or any such securities are now owned by the undersigned or are
hereafter acquired), or (2) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of the Common Stock, whether any such transaction described in
clause (1) or (2) above is to be settled by delivery of Common Stock or such
other securities, in cash or otherwise. The foregoing sentence shall not
apply to the sale of any Shares to the Underwriters pursuant to the
Underwriting Agreement; in the case of the Company, any options or phantom
stock units granted to employees, consultants, sales representatives or non-
employee directors under the Company's incentive plan (as such terms are
defined in such plan), any shares of Common Stock issued in connection with
the exercise of any option or the conversion of any phantom stock units issued
under the Company's incentive plan or any stock issued or purchased or options
granted in connection with the Company's employee stock/option purchase plan
and in the case of stockholders of the Company, transfers to other direct or
indirect subsidiaries of Corange Limited, provided that all such transferees
will be subject to the above sale restrictions. In addition, the undersigned
agrees that, without the prior written consent of Morgan Stanley on behalf of
the Underwriters, it will not, during the period commencing on the date hereof
and ending 180 days after the date of the Prospectus, make any demand for or
exercise any right with respect to, the registration of any shares of Common
Stock or any security convertible into or exercisable or exchangeable for
Common Stock.
Whether or not the Public Offering actually occurs depends on a
number of factors, including market conditions. Any Public Offering will only
be made pursuant to an Underwriting Agreement, the terms of which are subject
to negotiation between the Company and the Underwriters.
Very truly yours,
_________________________
(Name)
_________________________
(Address)
<PAGE>
NEW YORK
PARIS
WASHINGTON
LONDON
BRUSSELS
COUDERT BROTHERS HONG KONG
ATTORNEYS AT LAW SINGAPORE
SAN FRANCISCO
1114 AVENUE OF THE AMERICAS BEIJING
NEW YORK, N.Y. 10036-7703 SYDNEY
TEL: 212 626-4400 FAX: 212 626-4120 LOS ANGELES
SAN JOSE
TOKYO
October 29, 1996 MOSCOW
BANGKOK
JAKARTA
DePuy, Inc. HO CHI MINH CITY
700 Orthopaedic Drive HANOI
Warsaw, Indiana 46581 MEXICO CITY
ASSOCIATED OFFICE
RIOS FERRER Y RIVERA, S.C.
Gentlemen:
We are rendering our opinion with respect to the legality of the 14,780,000
shares of Common Stock, par value $.01 per share (the "Shares"), of DePuy, Inc.,
a Delaware corporation (the "Company"), being registered under the Securities
Act of 1933 on the Company's Registration Statement on Form S-1 (File No. 333-
09345) (the "Registration Statement").
As counsel to the Company, we are familiar with the corporate proceedings
of the Company relating to the authorization for issuance of the Shares, and
have examined such instruments, documents, records and certificates, and we have
made such other inquiries and investigations of fact, as we have deemed
necessary for purposes of the opinions herein expressed.
Based on the foregoing, and having regard for such other legal and factual
considerations we deem relevant, we are of the opinion that the Shares, when
sold under the Registration Statement, will be legally issued, fully paid and
non-assessable.
We hereby consent to the reference to us under the heading "Legal Matters"
in the Registration Statement and to the inclusion of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ COUDERT BROTHERS
<PAGE>
Exhibit 10.10
DePuy, Inc.
1996 Equity Incentive Plan
SECTION 1. Purpose. The purpose of the DePuy, Inc. 1996 Equity Incentive Plan
-------
is to promote the interests of DePuy, Inc. and its stockholders by (i)
attracting and retaining exceptional executive personnel, other key employees,
consultants and sales representatives of the Company and its Affiliates; (ii)
attracting and retaining non-employee advisors to serve on the Board of
Directors of the Company; and (iii) enabling such persons to participate in the
long-term growth and financial success of the Company.
SECTION 2. Definitions. As used in the Plan, the following terms shall have
-----------
the meanings set forth below:
"Affiliate" shall mean (i) any entity that, directly or indirectly, is
controlled by or under common control with the Company and (ii) any entity in
which the Company has a significant equity interest, in either case as
determined by the Committee.
"Award" shall mean any Option, Stock Appreciation Right, Restricted Stock Award,
Performance Award, Phantom Stock Unit or other stock-based award as herein
provided.
"Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award, which may be required to be
executed or acknowledged by a Participant.
"Board" shall mean the Board of Directors of the Company.
"Change in Control" shall be deemed to have occurred if: (i) any "person" as
such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than
the Company, an Affiliate, any trustee or other fiduciary holding securities
under any employee benefit plan of the Company or an Affiliate, or any Company
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of Stock of the Company),
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
30% or more of the combined voting power of the Company's then outstanding
securities; (ii) during any period of two consecutive years (not including any
period prior to the adoption of the Plan), individuals who at the beginning of
such period constitute the Board of Directors, and any new director (other than
a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in clause (i), (iii), or (iv) of this
paragraph whose election by the Board of Directors or nomination for election by
the Company stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the
two-year period or whose election or nomination for election was previously
<PAGE>
so approved, cease for any reason to constitute at least a majority of the Board
of Directors; (iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation which is not an
Affiliate, other than a merger that would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation; provided, however, that a merger or consolidation
effected to implement a recapitalization of the Company or an Affiliate (or
similar transaction) in which no person acquires more than 30% of the combined
voting power of the Company's then outstanding securities shall not constitute a
Change in Control of the Company; or (iv) the stockholders of the Company
approve a plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all of the Company's
assets. If any of the events enumerated in clauses (i) through (iv) occur, the
Board shall determine the effective date of the Change in Control resulting
therefrom, for purposes of the Plan.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time.
"Committee" shall mean a committee of the Board designated by the Board to
administer the Plan and composed of not less than the minimum number of persons
from time to time required by Rule 16b-3 and Section 162(m) of the Code, each of
whom, to the extent necessary to comply with Rule 16b-3 and Section 162(m) of
the Code only, is a "disinterested person" and an "outside director" within the
meaning of Rule 16b-3 and Section 162(m) of the Code, respectively. Until
otherwise determined by the Board, the Compensation Committee designated by the
Board shall be the Committee under the Plan.
"Company" shall mean DePuy, Inc., a Delaware corporation, and its successors and
assigns.
"Consultant" shall mean a person who has agreed to perform consulting services
on behalf of the Company or an Affiliate.
"Director" shall mean a member of the Board.
"Employee" shall mean an employee of the Company or of any Affiliate.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"Executive Officer" shall mean, at any time, an individual who is an executive
officer of the Company within the meaning of Exchange Act Rule 3b-7 as
promulgated and interpreted by the SEC under the Exchange Act, or any successor
rule or regulation thereto as in effect from time to time, or who is an officer
of the Company within the meaning of Exchange Act Rule 16a-l(f) as promulgated
and interpreted by the SEC under the Exchange Act, or any successor rule or
regulation thereto as in effect from time to time.
-2-
<PAGE>
"Fair Market Value" shall mean, except as otherwise set forth herein, the fair
market value of the property or other item being valued, as determined by the
Committee in its sole discretion.
"Incentive Stock Option" shall mean a right to purchase Shares from the Company
that is granted under Section 6 of the Plan and that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.
"Net After-Tax Amount" shall mean the net amount of compensation, assuming for
this purpose only that all vested Awards and other forms of compensation subject
to vesting upon such Change of Control are exercised upon such Change in
Control, to be received (or deemed to have been received) by such Participant in
connection with such Change of Control under any award agreement and under any
other plan, arrangement or contract of the Company to which such Participant is
a party, after giving effect to all income and excise taxes applicable to such
payments.
"Non-Employee Director" shall mean a member of the Board who is not a full-time
employee of the Company.
"Non-Qualified Stock Option" shall mean a right to purchase Shares from the
Company that is granted under Section 6 of the Plan and that is not intended to
be an Incentive Stock Option.
"Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option
and shall include a Restoration Option.
"Other Stock-Based Award" shall mean any right granted under Section 11 of the
Plan.
"Participant" shall mean any Employee, Sales Representative, or Consultant
selected by the Committee to receive an Award under the Plan or any Non-Employee
Director who receives an Award pursuant to Section 12 of the Plan.
"Performance Award" shall mean any right granted under Section 10 of the Plan.
"Person" shall mean any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, government or political
subdivision thereof or other entity.
"Phantom Stock Unit" shall mean a hypothetical Share which is cancelled by the
delivery of an actual Share or, in the discretion of the Company, by the payment
of cash (or a combination of cash and Shares) in an amount equal to the Fair
Market Value of a Share on the date of surrender.
"Plan" shall mean this DePuy 1996 Equity Incentive Plan as the same shall be
amended, revised or terminated from time to time.
-3-
<PAGE>
"QDRO" shall mean a domestic relations order meeting such requirements as the
Committee shall determine, in its sole discretion.
"Restoration Option" shall mean an Option granted pursuant to Section 6(e) of
the Plan.
"Restricted Stock" shall mean any Share granted under Section 8 of the Plan.
"Restricted Stock Unit" shall mean any unit granted under Section 8 of the Plan.
"Rule 16b-3" shall mean Rule 16b-3 as promulgated and interpreted by the SEC
under the Exchange Act, or any successor rule or regulation thereto as in effect
from time to time.
"Sales Representative" shall mean any individual who acts as an independent
sales representative and/or distributor for the Company and/or Affiliate.'
"SEC" shall mean the Securities and Exchange Commission or any successor thereto
and shall include the staff thereof.
"Shares" shall mean shares of the common stock of the Company, or such other
securities of the Company as may be designated by the Committee from time to
time.
"Stock Appreciation Right" shall mean any right granted under Section 7 of the
Plan.
"Substitute Awards" shall mean Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
the Company or with which the Company combines.
SECTION 3. Administration.
--------------
(a) Authority of Committee. The Plan shall be administered by the Committee.
----------------------
Subject to the terms of the Plan and applicable law, and in addition to other
express powers and authorizations conferred on the Committee by the Plan, the
Committee shall have full power and discretionary authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to
eligible persons and the rights of Participants to such Awards; (iii) determine
the number of Shares to be covered by, or with respect to which payments,
rights, or other matters are to be calculated in connection with, Awards; (iv)
determine the terms and conditions of any Award; (v) determine whether, to what
extent, and under what circumstances Awards may be settled or exercised in cash,
Shares, other securities, other Awards or other property, or canceled,
forfeited, or suspended and the method or methods by which Awards may be
settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to
what extent and under what circumstances cash, Shares, other securities, other
Awards, other property and other amounts payable with respect to an Award shall
be deferred either automatically or at the election of the holder thereof or of
the Committee; (vii) interpret and administer the Plan and
-4-
<PAGE>
any instrument or agreement relating to, or Award made under, the Plan; (viii)
establish, amend, suspend, or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan;
and (ix) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.
(b) Committee Discretion Binding. Unless otherwise expressly provided in the
----------------------------
Plan, all designations, determinations, interpretations and other decisions
under or with respect to the Plan or any award shall be within the sole
discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all Persons, including the Company, any Affiliate,
any Participant, any holder or beneficiary of any Award, any stockholder and any
Employee.
SECTION 4. Shares Available for Awards.
---------------------------
(a) Shares Available. Subject to adjustment as provided in Section 4(b), the
----------------
number of Shares with respect to which Awards may be granted under the Plan
shall be equal to 9,400,000 [this number will be increased to the extent that
CLIPPER awards are to be converted into phantom stock which will be converted
into stock awards under the Plan.]. The maximum number of Shares with respect to
which Options and Stock Appreciation Rights may be granted under the Plan to any
individual in any calendar year shall be equal to 1,000,000 Shares. If, after
the effective date of the Plan, any Shares covered by an Award granted under the
Plan or by an award granted under any prior stock award plan of the Company, or
to which such an Award or award relates, are forfeited, or if such an Award or
award is settled for cash or otherwise terminates or is canceled for any reason
without the delivery of Shares, then the Shares covered by such Award or award,
or to which such Award or award relates, or the number of Shares otherwise
counted against the aggregate number of Shares with respect to which Awards may
be granted, to the extent of any such settlement, forfeiture, termination or
cancellation, shall again become Shares with respect to which Awards may be
granted. In the event that any Option or other Award granted hereunder or any
award granted under any prior stock award plan of the Company is exercised
through the delivery of Shares, or in the event that withholding tax liabilities
arising from such Award or award are satisfied by the withholding of Shares by
the Company, the number of Shares available for Awards under the Plan shall be
increased by the number of Shares so surrendered or withheld.
(b) Adjustments. In the event that the Committee determines that any dividend
-----------
or other distribution (whether in the form of cash, Shares, other securities or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company,
or other similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it
may deem equitable, adjust any or all of (i) the number of Shares or other
securities of the Company (or number and kind of other securities or
-5-
<PAGE>
property) with respect to which Awards may be granted, (ii) the number of Shares
or other securities of the Company (or number and kind of other securities or
property) subject to outstanding Awards, and (iii) the grant or exercise price
with respect to any Award, or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, in each case, that,
with respect to Awards of Incentive Stock Options, no such adjustment shall be
authorized to the extent that such authority would cause the Plan to violate
Section 422(b)(1) of the Code, as from time to time amended.
(c) Substitute Awards. Any Shares underlying Substitute Awards shall not be
-----------------
counted against the Shares available for Awards under the Plan.
(d) Source of Shares Deliverable Under Awards. Any Shares delivered pursuant
-----------------------------------------
to an Award may consist, in whole or in part, of authorized and unissued Shares
or of treasury Shares.
SECTION 5. Eligibility. The following persons shall be eligible to participate
-----------
in the Plan:
(a) any employee, including any officer or employee-director of the Company or
an Affiliate who is not a member of the Committee;
(b) any Sales Representative of the Company or an Affiliate;
(c) any Consultant of the Company or an Affiliate; and
(d) any Non-Employee Director.
SECTION 6. Stock Options.
-------------
(a) Grant. Subject to the provisions of the Plan, the Committee shall have
-----
sole and complete discretion and authority to determine the Employees, Sales
Representatives and Consultants to whom Options shall be granted, the number of
Shares to be covered by each Option, the option price therefor and the
conditions and limitations applicable to the exercise of the Option. The
Committee shall have the discretion and authority to grant Incentive Stock
Options, or to grant Non-Qualified Stock Options, or to grant both types of
options. In the case of Incentive Stock Options, the terms and conditions of
such grants shall be subject to and comply with such rules as may be prescribed
by Section 422 of the Code, as from time to time amended, and any regulations
implementing such statute.
(b) Exercise Price. Subject to the requirement set forth in Section 6(e) the
--------------
Committee in its sole discretion shall establish the exercise price at the time
each option is granted.
-6-
<PAGE>
(c) Term. Subject to the provisions of the Plan, the term of any Option
----
granted hereunder shall be 10 years from the date of grant.
(d) Exercise. Each Option shall be exercisable at such times and subject to
--------
such terms and conditions as the Committee may, in its sole discretion, specify
in the applicable Award Agreement or thereafter. The Committee may impose such
conditions with respect to the exercise of options, including without
limitation, any relating to the application of federal or state securities laws,
as it may deem necessary or advisable.
(e) Payment. No Shares shall be delivered pursuant to any exercise of an
-------
Option until payment in full of the option price therefor is received by the
Company. Such payment may be made in cash, or its equivalent, or, if and to the
extent permitted by the Committee, by exchanging Shares owned by the optionee
(which are not the subject of any pledge or other security interest), or by the
delivery of irrevocable instructions to a broker dealer pursuant to procedures
approved by the Committee to sell Shares to be received upon exercise of an
Option and to remit the proceeds to the Company, or by a combination of the
foregoing, provided that the combined value of all cash and cash equivalents and
the Fair Market Value of any such Shares so tendered to the Company as of the
date of such tender is at least equal to such option price.
(f) Restoration Options. In the event that any Participant delivers Shares in
-------------------
payment of the exercise price of any Option granted hereunder in accordance with
Section 6(d) or of any option granted under a prior stock award plan of the
Company, or in the event that the withholding tax liability arising upon
exercise of any such Option or option by a Participant is satisfied through the
withholding by the Company of Shares otherwise deliverable upon exercise of the
Option or option, the Committee shall have the authority to grant or provide for
the automatic grant of a Restoration Option to such Participant. The grant of a
Restoration Option shall be subject to the satisfaction of such conditions or
criteria as the Committee in its sole discretion shall establish from time to
time. A Restoration Option shall entitle the holder thereof to purchase a number
of shares equal to the number of such Shares so delivered or withheld upon
exercise of the original Option or option. A Restoration Option shall have a per
share exercise price of not less than 100% of the per Share Fair Market Value of
the date of grant of such Restoration Option and such other terms and conditions
as the Committee in its sole discretion shall determine.
SECTION 7. Stock Appreciation Rights.
-------------------------
(a) Grant. Subject to the provisions of the Plan, the Committee shall have
-----
sole and complete discretion and authority to determine the eligible persons to
whom Stock Appreciation Rights shall be granted, the number of Shares to be
covered by each Stock Appreciation Right Award, the grant price thereof and the
conditions and limitations applicable to the exercise thereof. Stock
Appreciation Rights may be granted in tandem with another Award, in addition to
another Award or freestanding and unrelated to another Award. Stock Appreciation
Rights granted in tandem with or in addition to an Award may be granted either
at the same time as the Award
-7-
<PAGE>
or at a later time. Stock Appreciation Rights shall not be exercisable earlier
than six months after grant and shall have a grant price as determined by the
Committee on the date of grant.
(b) Exercise and Payment. A Stock Appreciation Right shall entitle the
--------------------
Participant to receive an amount equal to the excess of the Fair Market Value of
a Share on the date of exercise of the Stock Appreciation Right over the grant
price thereof, provided that the Committee may for administrative convenience
determine that, with respect to any Stock Appreciation Right that is not related
to an Incentive Stock Option and that can only be exercised for cash during
limited periods of time in order to satisfy the conditions of Rule 16b-3, the
exercise of such Stock Appreciation Right for cash during such limited period
shall be deemed to occur for all purposes hereunder on the day during such
limited period on which the Fair Market Value of the Shares is the highest. Any
such determination by the Committee may be changed by the Committee from time to
time and may govern the exercise of Stock Appreciation Rights granted prior to
such determination as well as Stock Appreciation Rights thereafter granted. The
Committee shall determine whether a Stock Appreciation Right shall be settled in
cash, Shares or a combination of cash and Shares.
(c) Other Terms and Conditions. Subject to the terms of the Plan and any
--------------------------
applicable Award Agreement, the Committee shall determine, at or after the grant
of a Stock Appreciation Right, the term, methods of exercise, methods and form
of settlement, and any other terms and conditions of any Stock Appreciation
Right. Any such determination by the Committee may be changed by the Committee
from time to time and may govern the exercise of Stock Appreciation Rights
granted or exercised prior to such determination as well as Stock Appreciation
Rights granted or exercised thereafter. The Committee may impose such conditions
or restrictions on the exercise of any Stock Appreciation Right as it shall deem
appropriate.
SECTION 8. Restricted Stock and Restricted Stock Units.
-------------------------------------------
(a) Grant. Subject to the provisions of the Plan, the Committee shall have
-----
sole and complete discretion and authority to determine the eligible persons to
whom Shares of Restricted Stock and Restricted Stock Units shall be granted, the
number of Shares of Restricted Stock and/or the number of Restricted Stock Units
to be granted to each Participant, the duration of the period during which, and
the conditions under which, the Restricted Stock and Restricted Stock Units may
be forfeited to the Company, and the other terms and conditions of such Awards.
The maximum number of shares of Restricted Stock available under the Plan will
be 350,000.
(b) Transfer Restrictions. Shares of Restricted Stock and Restricted Stock
---------------------
Units may not be sold, assigned, transferred, pledged or otherwise encumbered,
except, in the case of Restricted Stock, as provided in the Plan or the
applicable Award Agreements. Certificates issued in respect of Shares of
Restricted Stock shall be registered in the name of the Participant and
deposited by such Participant, together with a stock power endorsed in blank,
with the Company. Upon the lapse of the restrictions applicable to such Shares
of Restricted Stock, the
-8-
<PAGE>
Company shall deliver such certificates to the Participant or the Participant's
legal representative.
(c) Payment. Each Restricted Stock Unit shall have a value equal to the Fair
-------
Market Value of a Share. Restricted Stock Units shall be paid in cash, Shares,
other securities or other property, as determined in the sole discretion of the
Committee, upon the lapse of the restrictions applicable thereto, or otherwise
in accordance with the Applicable Award Agreement.
(d) Dividends and Distributions. Dividends and other distributions paid on or
---------------------------
in respect of any Shares of Restricted Stock may be paid directly to the
Participant, or may be reinvested in additional Shares of Restricted Stock or in
additional Restricted Stock Units, as determined by the Committee in its sole
discretion.
SECTION 9. Phantom Stock Units.
-------------------
(a) Grant. Subject to the provisions of the Plan, the Committee shall have
-----
sole and complete discretion and authority to determine the eligible persons to
whom Phantom Stock Units shall be granted, the number of Phantom Stock Units to
be granted to each Participant, the duration of the period during which, and the
conditions under which, the Phantom Stock Units may be forfeited to the Company
and the other terms and conditions of such Awards.
(b) Surrender. Each Award Agreement with respect to a Phantom Stock Unit
---------
shall specify the date on which the Phantom Stock Unit shall be surrendered, and
thereby cancelled by delivery of a Share with respect thereto, subject to such
terms and conditions as the Committee may specify, in its sole discretion, in
the applicable Award Agreement or thereafter. The date on which the Phantom
Stock Units shall be surrendered may be accelerated upon the occurrence of
certain events, as determined by the Committee in its sole discretion and as set
forth in the applicable Award Agreement.
(c) Dividends and Distributions. Payments may be made to Participants who
---------------------------
have been awarded Phantom Stock Units in an amount equal to dividends and other
distributions paid on or in respect of an equivalent number of Shares. Such
payments may be paid directly to the Participant or may be reinvested in
additional Phantom Stock Units, as determined by the Committee in its sole
discretion.
SECTION 10. Performance Awards.
------------------
(a) Grant. The Committee shall have sole and complete authority to determine
-----
each eligible person who shall receive a "Performance Award," which shall
consist of a right that is (i) denominated in cash or Shares, (ii) valued, as
determined by the Committee, in accordance with the achievement of such
performance goals during such performance periods as the Committee shall
establish, and (iii) payable at such time and in such form as the Committee
shall determine.
-9-
<PAGE>
(b) Terms and Conditions. Subject to the terms of the Plan and any applicable
--------------------
Award Agreement, the Committee shall determine the performance goals to be
achieved during any performance period, the length of any performance period,
the amount of any Performance Award and the amount and kind of any payment or
transfer to be made pursuant to any Performance Award.
(c) Payment of Performance Awards. Performance Awards may be paid in a lump
-----------------------------
sum or in installments following the close of the performance period or, in
accordance with procedures established by the Committee, on a deferred basis.
SECTION 11. Other Stock-Based Awards. The Committee shall have the discretion
------------------------
and authority to grant to eligible persons an "Other Stock-Based Award," which
shall consist of any right that is (i) not an Award described in Sections 6
through 10 above and (ii) an Award of Shares or an Award denominated or payable
in, valued in whole or in part by reference to, or otherwise based on or related
to, Shares (including, without limitation, securities or rights convertible into
Shares), as deemed by the Committee to be consistent with the purposes of the
Plan. Subject to the terms of the Plan and any applicable Award Agreement, the
Committee shall determine the terms and conditions of any such Other Stock-Based
Award.
SECTION 12. Non-Employee Director.
---------------------
(a) Automatic Grant. Notwithstanding the authority set forth in Section 3(a)
---------------
or any other provision of the Plan, the Committee shall have no power to
determine eligibility for grants of Non-Qualified Options or the number of
Shares for which Non-Qualified Options may be granted or the timing or exercise
price of Non-Qualified Options with respect to any Non-Employee Director. Grants
of Non-Qualified Options to Non-Employee Directors shall be automatic as set
forth in this Section 12.
(b) Options. All Non-Employee Directors who are Directors on the effective
-------
date of the Plan or who become Directors after such date shall be granted
automatically, immediately following the effective date of the Plan or, if such
person becomes a Director after such date, as of the date such person becomes a
Director, a Non-Qualified Stock Option with respect to 20,000 Shares, at an
exercise price per Share of the Fair Market Value at the date of grant.
Notwithstanding any other provision of the Plan, for purposes of this Section,
Fair Market Value means the average of the high and low sale price per Share as
finally reported in the exchange of listing, or if the Shares are not sold on
such date, the average of the high and low sale price per Share as finally
reported in the exchange of listing for the most recent prior date on which
Shares were sold. A Non-Qualified Stock Option granted to a Non-Employee
Director shall vest in three equal cumulative installments on each of the first,
second and third anniversaries following the date of grant.
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<PAGE>
(c) Ineligible Non-Employee Directors. Notwithstanding any other provision of
---------------------------------
the Plan, a Non-Employee Director who is the beneficial owner of more than 10%
of the total combined voting power of all classes of stock of the Company as of
the date that an automatic grant would otherwise occur under Section 12(b) shall
not be eligible for such automatic grant.
SECTION 13. Termination or Suspension of Services to the Company. The
----------------------------------------------------
following provisions shall apply in the event that the Participant ceases to
provide services to the Company, either as an Employee, a Sales Representative,
a Consultant or a Non-Employee Director, unless, with respect to any Participant
other than a Non-Employee Director, the Committee shall have provided otherwise,
either at the time of the grant of the Award or thereafter.
(a) Non-Qualified Stock Options and Stock Appreciation Rights.
---------------------------------------------------------
(i) Upon Termination of Services as Employee, Sales Representative or
-----------------------------------------------------------------
Consultant. (A) If the Participant ceases to provide services to the
----------
Company or its Affiliates either as an Employee, Sales Representative or
Consultant for any reason other than death, permanent and total disability
or, in the case of an Employee or Sales Representative, retirement, the
Participant's right to exercise any Non-Qualified Stock Option or Stock
Appreciation Right shall terminate, and such Option or Stock Appreciation
Right shall expire, on the earlier of (1) the first anniversary of the date
on which such relationship terminates or (2) the date such Option or Stock
Appreciation Right would have expired had it not been for the termination
of such relationship. The Participant shall have the right to exercise
such Option or Stock Appreciation Right prior to such expiration to the
extent it was exercisable, but not exercised, as of the date on which such
relationship terminates.
(B) If the Participant ceases to provide services to the Company or its
Affiliates either as an Employee, Sales Representative or Consultant by
reason of death, permanent and total disability or, in the case of an
Employee or Sales Representative, retirement, the Participant or his or her
successor (if such termination results by death) shall have the right to
exercise all Non-Qualified Stock Option or Stock Appreciation Rights, to
the extent exercisable as of the date on which the Participant's
relationship with the Company and its Affiliates terminates, but in no
event shall such option be exercisable later than the date the Option would
have expired had it not been for the termination of such relationship. The
meaning of the terms "total and permanent disability" and "retirement"
shall be determined by the Committee.
(C) Notwithstanding the foregoing, the Committee may, in its discretion,
provide (1) that an Option granted to a Participant may terminate at a date
earlier than set forth above, (2) that an Option granted to a Participant
may terminate at a date later than set forth above, provided such date
shall not be beyond the date the Option would have expired had it not been
for the termination of the Participant's relationship with the
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<PAGE>
Company and its Affiliates, and (3) that an Option or Stock Appreciation
Right may become immediately exercisable when it finds that such
acceleration would be in the best interest of the Company.
(ii) Upon termination of Service as a Non-Employee Director. (A) If a
------------------------------------------------------
Participant who is a Non-Employee Director ceases to serve on the Board for
any reason other than death or under conditions other than as described in
(C) below, the Participant shall have the right to exercise any unexercised
Option for a period of one year from the date on which the Participant
ceases to serve on the Board, to the extent that such Option is exercisable
as of such date, except that in no event should an Option be exercisable
after the expiration of its term.
(B) If a Participant who is a Non-Employee Director ceases to serve on the
Board because of his or her death, the Participant's successor shall have
the right to exercise any unexercised Option until the third anniversary of
the date on which the Participant ceased to serve as a Director, to the
extent exercisable as of such date, except that in no event shall an Option
be exercisable after the expiration of its term.
(C) If a Participant who is a Non-Employee Director ceases to serve on the
Board and the Participant is at least 65 years of age or the Participant
has been a Director or a member of the Board of Directors of any Affiliate
for at least 5 years, the Participant shall have the right to exercise any
unexercised Option until the third anniversary of the date on which the
Participant ceased to serve as a Director, to the extent exercisable as of
such date, except that in no event shall an Option be exercisable after the
expiration of its term.
(b) Incentive Stock Options. Except as otherwise determined by the Committee
-----------------------
at the time of grant, if the Participant's employment with the Company
terminates for any reason, the Participant shall have the right to exercise any
Incentive Stock Option and any related Stock Appreciation Right during the 90
days after such termination of employment to the extent it was exercisable at
the date of such termination, but in no event later than the date the option
would have expired had it not been for the termination of such employment. If
the Participant does not exercise such Option or related Stock Appreciation
Right to the full extent permitted by the preceding sentence, the remaining
exercisable portion of such Option automatically will be deemed a Non-Qualified
Stock Option (except to the extent otherwise provided by Section 421 or Section
422 of the Code), and such Option and any related Stock Appreciation Right will
be exercisable during the period set forth in Section 13(a) of the Plan,
provided that in the event that employment terminates because of death or the
Participant dies in such 90-day period, the option will continue to be an
Incentive Stock Option to the extent provided by Section 421 or Section 422 of
the Code, or any successor provisions, and any regulations promulgated
thereunder.
(c) Restricted Stock. Except as otherwise determined by the Committee at the
----------------
time of grant, upon termination of employment for any reason during the
restriction period, all shares of
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<PAGE>
Restricted Stock still subject to restriction shall be forfeited by the
Participant and reacquired by the Company at the price (if any) paid by the
Participant for such Restricted Stock, provided that in the event of a
Participant's retirement, permanent and total disability or death, or in cases
of special circumstances, the Committee may, in its sole discretion, when it
finds that a waiver would be in the best interests of the Company, waive in
whole or in part any or all remaining restrictions with respect to such
participant's shares of Restricted Stock.
(d) Phantom Stock Units. Except as otherwise determined by the Committee
-------------------
at the time of grant, upon termination of employment for any reason, the date of
surrender of Phantom Stock Units shall be accelerated and the Phantom Stock
Units shall be automatically and immediately surrendered and cancelled by
delivery of Shares as of the date of such termination.
SECTION 14. Change in Control. Notwithstanding any other provision of the Plan
-----------------
to the contrary, upon a Change in Control all outstanding Awards shall vest,
become immediately exercisable or payable or have all restrictions lifted as may
apply to the type of Award and no outstanding Stock Appreciation Right may be
terminated, amended or suspended upon or after a Change in Control; provided,
however, that unless otherwise determined by the Committee at the time of award
or thereafter, if it is determined that the Net After-Tax Amount to be realized
by any Participant, taking into account the accelerated vesting provided for by
this Section as well as all other payments to be received by such Participant in
connection with such Change in Control, would be higher if Awards did not vest
in accordance with this Section, then and to such extent the Awards shall not
vest. The determination of whether any such Award should not vest shall be made
by a nationally recognized accounting firm selected by the Company, which shall
be instructed to consider that (i) Awards and other forms of compensation
subject to vesting upon a Change of Control shall be vested in the order in
which they were granted and within each grant in the order in which they would
otherwise have vested and (ii) unless and to the extent any other plan,
arrangement or contract of the Company pursuant to which any such payment is to
be received provides to the contrary, such other payment shall be deemed to have
occurred after any acceleration of Awards or other forms of compensation subject
to vesting upon a Change of Control.
SECTION 15. Amendment and Termination.
-------------------------
(a) Amendments to the Plan. Except as set forth in subsection (e) below, the
----------------------
Board may amend, alter, suspend, discontinue or terminate the Plan or any
portion thereof at any time. Notwithstanding anything to the contrary herein,
the Committee may amend the Plan in such manner as may be necessary so as to
have the Plan conform with local rules and regulations in any jurisdiction
outside the United States or to obtain tax benefits for the Company or
Participants in any such jurisdiction.
(b) Amendments to Awards. Except as set forth in subsection (e) below, the
--------------------
Committee may waive any conditions or rights under, amend any terms of, or
alter, suspend, discontinue, cancel
-13-
<PAGE>
or terminate, any Award theretofore granted, prospectively or retroactively;
provided that any such waiver, amendment, alteration, suspension,
discontinuance, cancellation or termination that would adversely affect the
right of any Participant or any holder or beneficiary of any Award theretofore
granted shall not to that extent be effective without the consent of the
affected Participant, holder or beneficiary.
(c) Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring
---------------------------------------------------------------------------
Events. The Committee is hereby authorized to make adjustments in the terms and
- ------
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4(b) hereof) affecting the Company, any Affiliate, or the financial
statements of the Company or any Affiliate, or of changes in applicable laws,
regulations or accounting principles, whenever the Committee determines that
such adjustments are appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan.
(d) Cancellation. Any provision of the Plan or any Award Agreement to the
------------
contrary notwithstanding, the Committee may cause any Award granted hereunder to
be canceled in consideration of a cash payment or alternative Award made to the
holder of such canceled Award equal in value to the Fair Market Value of such
canceled Award.
(e) Non-Employee Directors Provisions. The provisions of Section 12 shall
---------------------------------
not be amended more often than once every six months, unless such amendment
would be consistent with the provisions of Rule 16b-3 promulgated under the
Exchange Act (or any successor provision thereto).
SECTION 16. General Provisions.
------------------
(a) Dividend Equivalents. In the sole and complete discretion of the
--------------------
Committee, an Award, whether made as an Other Stock-Based Award under Section 11
or as an Award granted pursuant to Sections 6 through 10 hereof, may provide the
Participant with dividends or dividend equivalents, payable in cash, Shares,
other securities or other property on a current or deferred basis.
(b) Nontransferability. No Award shall be assigned, alienated, pledged,
------------------
attached, sold or otherwise transferred or encumbered by a Participant, except
by will or the laws of descent and distribution or pursuant to a QDRO; provided,
however, that an Award may be transferable, to the extent set forth in the
applicable Award Agreement, (i) if such Award Agreement provisions do not
disqualify such Award for exemption under Rule 16b-3 or (ii) if such Award is
not intended to qualify for exemption under such rule.
(c) No Rights to Awards. No Employee, Participant or other Person shall have
-------------------
any claim to be granted any Award, and there is no obligation for uniformity of
treatment of Employees,
-14-
<PAGE>
Participants or holders or beneficiaries of Awards. The terms and conditions of
Awards need not be the same with respect to each recipient.
(d) Share Certificates. All certificates for Shares or other securities of the
------------------
Company or any Affiliate delivered under the Plan pursuant to any Award or the
exercise thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which such Shares or other securities are then listed
and any applicable Federal, state or foreign laws, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions. The Company shall not be required to issue or
deliver Shares to a Participant unless and until the Company is advised by its
counsel that such issuance or delivery does not violate applicable securities
laws, rules or regulations or any rules or regulations of any securities
exchange or system on which Shares are traded or quoted.
(e) Delegation. Subject to the terms of the Plan and applicable law, the
----------
Committee may delegate to one or more officers or managers of the Company or any
Affiliate, or to a committee of such officers or managers, the authority,
subject to such terms and limitations as the Committee shall determine, to grant
Awards to, or to cancel, modify or waive rights with respect to, or to alter,
discontinue, suspend or terminate Awards held by, Employees who are not officers
or directors of the Company for purposes of Section 16 of the Exchange Act, or
any successor section thereto, or who are otherwise not subject to such Section.
(f) Withholding. A participant may be required to pay to the Company or any
-----------
Affiliate and the Company or any Affiliate shall have the right and is hereby
authorized to withhold from any Award, from any payment due or transfer made
under any Award or under the Plan or from any compensation or other amount owing
to a Participant the amount (in cash, Shares, other securities, other Awards or
other property) of any applicable withholding taxes in respect of an Award, its
exercise or any payment or transfer under any Award or under the Plan and to
take such other action as may be necessary in the opinion of the Company to
satisfy all obligations for the payment of such taxes.
(g) Award Agreements. Each Award hereunder shall be evidenced by an Award
----------------
Agreement that shall be delivered to the Participant and shall specify the terms
and conditions of the Award and any rules applicable thereto.
(h) No Limit on Other Compensation Arrangements. Nothing contained in the Plan
-------------------------------------------
shall prevent the Company or any Affiliate from adopting or continuing in effect
other compensation arrangements, which may, but need not, provide for the grant
of options, restricted stock, Shares and other types of Awards provided for
hereunder (subject to stockholder approval if such approval is required), and
such arrangements may be either generally applicable or applicable only in
specific cases.
-15-
<PAGE>
(i) No Right to Employment. The grant of an Award shall not be construed as
----------------------
giving a Participant who is an Employee the right to be retained in the employ
of the Company or any Affiliate or to retain a relationship with the Company as
a Sales Representative, Consultant or Non-Employee Director. Further, the
Company or an Affiliate may at any time dismiss a Participant who is an Employee
from employment, free from any liability or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement.
(j) No Rights as Stockholder. Subject to the provisions of the applicable
------------------------
Award, no Participant or holder or beneficiary of any Award shall have any
rights as a stockholder with respect to any Shares to be distributed under the
Plan until he or she has become the holder of such Shares. Notwithstanding the
foregoing, in connection with each grant of Restricted Stock hereunder, the
applicable Award shall specify if and to what extent the Participant shall not
be entitled to the rights of a stockholder in respect of such Restricted Stock.
(k) Governing Law. The validity, construction and effect of the Plan and any
-------------
rules and regulations relating to the Plan and any Award Agreement shall be
determined in accordance with the laws of the State of Delaware.
(l) Severability. If any provision of the Plan or any Award is or becomes or
------------
is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to
any Person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.
(m) Other Laws. The Committee may refuse to issue or transfer any shares or
----------
other consideration under an Award if, acting in its sole discretion, it
determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary in
connection with the exercise of such Award shall be promptly refunded to the
relevant Participant, holder or beneficiary. Without limiting the generality of
the foregoing, no Award granted hereunder shall be construed as an offer to sell
securities of the Company, and no such offer shall be outstanding, unless and
until the Committee in its sole discretion has determined that any such offer,
if made, would be in compliance with all applicable requirements of the U.S.
federal securities laws and any other laws to which such offer, if made, would
be subject. All grants made under the plan shall, to the extent possible, meet
the requirements of Section 162(m) of the Code.
(n) No Trust or Fund Created. Neither the Plan nor any Award shall create or
------------------------
be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any
other Person. To the extent that any Person acquires
-16-
<PAGE>
a right to receive payments from the Company or any Affiliate pursuant to an
Award, such right shall be no greater than the right of any unsecured general
creditor of the Company.
(o) No Fractional Shares. No Fractional Shares shall be issued or delivered
--------------------
pursuant to the Plan or any Award, and the Committee shall determine whether
cash, other securities or other property shall be paid or transferred in lieu of
any Fractional Shares or whether such Fractional Shares or any rights thereto
shall be canceled, terminated or otherwise eliminated.
(p) Headings. Headings are given to the Sections and subsections of the Plan
--------
solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
SECTION 17. Term of the Plan.
----------------
(a) Effective Date. The Plan shall be effective as of [date of IPO] and
--------------
subject to approval by the stockholders of the Company either before [date of
IPO] or within one year thereafter.
(b) Expiration Date. No Incentive Stock Option shall be granted under the Plan
---------------
after 10 years from [date of IPO]. Unless otherwise expressly provided in the
Plan or in an applicable Award Agreement, any Award granted hereunder may, and
the authority of the Board or the Committee to amend, alter, adjust, suspend,
discontinue or terminate any such Award or to waive any conditions or right
under any such Award shall, continue after the authority for grant of new Awards
hereunder has been exhausted.
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<PAGE>
EXHIBIT 10.11
DEPUY, INC. EMPLOYEE STOCK OPTION/PURCHASE PLAN
ARTICLE I - PURPOSE
1.1 Purpose
The DePuy, Inc. Employee Stock Option/Purchase Plan is intended to provide a
method whereby employees of DePuy, Inc., a Delaware corporation, and its
subsidiary corporations (hereinafter referred to, unless the context otherwise
requires, as the "Company") will have an opportunity to acquire a proprietary
interest in the Company through the purchase of shares of the common stock of
the Company (the "Shares"). It is the intention of the Company to have the Plan
qualify as an "employee stock purchase plan" under Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code"). The provisions of the Plan shall
be construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code.
ARTICLE II - DEFINITIONS
2.1 Base Pay
"Base Pay" shall mean regular straight-time earnings and commissions, excluding
payments for overtime, shift premium, bonuses paid in the form of commissions or
otherwise, other special payments, and other marketing incentive payments.
2.2 Committee
"Committee" shall mean the individuals described in Article XI.
2.3 Employee
"Employee" means any person who is classified by the Company as full-time or
part-time, is regularly scheduled to work more than 20 hours per week and is not
covered by a collective bargaining agreement to which the Company is a party,
unless such agreement, by specific reference to the Plan, provides for coverage
under the Plan.
2.4 Subsidiary Corporation
"Subsidiary Corporation" shall mean any present or future corporation which (i)
would be a "subsidiary corporation" of DePuy, Inc. as that term is defined in
Section 424 of the Code and (ii) is designated as a participating company in the
Plan by the Committee.
<PAGE>
ARTICLE III - ELIGIBILITY AND PARTICIPATION
3.1 Initial Eligibility
Any employee who shall have completed ninety (90) days' employment and shall be
employed by the Company on the date his or her participation in the Plan is to
become effective shall be eligible to participate in an Offering (as such term
is defined below) under the Plan which commences on or after such ninety day
period has concluded.
3.2 Leave of Absence
For purposes of participation in the Plan, a person on leave of absence shall be
deemed to be an employee for the first 90 days of such leave of absence and such
employee's employment shall be deemed to have terminated at the close of
business on the 90th day of such leave of absence unless such employee shall
have returned to regular full-time or part-time employment (as the case may be)
prior to the close of business on such 90th day. Termination by the Company of
any employee's leave of absence, other than termination of such leave of absence
on return to full-time or part-time employment, shall terminate an employee's
employment for all purposes of the Plan and shall terminate such employee's
participation in the Plan and right to exercise any option.
3.3 Restrictions on Participation
Notwithstanding any provisions of the Plan to the contrary, no employee shall be
granted an option to acquire Shares under the Plan:
(a) if, immediately after the grant, such employee would own Shares,
and/or hold outstanding options to purchase Shares, possessing 5% or more of the
total combined voting power or value of all classes of stock of the Company (for
purposes of this paragraph, the rules of Section 424(d) of the Code shall apply
in determining stock ownership of any employee); or
(b) which permits his or her rights to purchase Shares under all employee
stock purchase plans of the Company and any subsidiary intended to qualify under
Section 423 of the Code to accrue at a rate which exceeds $25,000 in fair market
value of the stock (determined at the time such option is granted) for each
calendar year in which such option is outstanding.
3.4 Commencement of Participation
An eligible employee may become a participant by completing an authorization for
a payroll deduction on the form provided by the Company and filing it with the
office of the Treasurer of the Company (or to such other person as the Committee
shall designate) on or before the date set therefor by the Committee, which date
shall be prior to the Offering Commencement Date (as such term is defined below)
for the Offering. Payroll deductions for a participant shall
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commence on the applicable Offering Commencement Date when the participant's
authorization for a payroll deduction becomes effective and shall end on the
Offering Termination Date of the Offering to which such authorization is
applicable unless sooner terminated by the participant as provided in Article
VIII.
ARTICLE IV - OFFERINGS
4.1 Annual Offerings
The Plan will be implemented by four annual offerings of the Company (each, an
"Offering") beginning on the effective date of the Plan, January 1, 1997, or as
soon as practicable thereafter (or on such other date thereafter as the
Committee shall determine) and on each anniversary of the effective date
thereafter for three years, each Offering terminating on the following December
31; provided, however, that each annual Offering may, in the discretion of the
Committee exercised prior to the commencement thereof, be divided into two six-
month Offerings commencing, respectively, on January 1, 1997 or as soon as
practicable thereafter (or on such other date thereafter as the Committee shall
determine) and on the date which is six months subsequent to such date and each
anniversary thereafter and terminating, respectively, on the following June 30
and December 31. The maximum aggregate number of shares to be issued under the
Plan shall be 600,000. The Committee shall determine, in its discretion, the
maximum number of shares to be issued under the Plan during each annual
Offering, except that, with respect to the 1997 annual Offering, the maximum
number of shares to be issued under the Plan shall be 150,000.
If a six-month Offering is made, the maximum number of shares to be issued shall
be 1/2 of the number of shares determined by the Committee for the annual period
in which the six-month Offering falls, plus unissued shares, whether offered or
not, from the immediately preceding six-month Offering. As used in the Plan,
"Offering Commencement Date" means the effective date, January 1, 1997 or as
soon as practicable thereafter (or such other date thereafter as the Committee
shall determine), any anniversary of the effective date or the date which is six
months subsequent to the effective date or anniversary of the effective date, as
the case may be, on which the particular Offering begins and "Offering
Termination Date" means the June 30 or December 31, as the case may be, on which
the particular Offering terminates.
ARTICLE V - PAYROLL DEDUCTIONS
5.1 Amount of Deduction
At the time a participant files his or her authorization for payroll deductions,
the participant shall elect to have deductions made from his or her pay on each
payday during the time he or she is a participant in an Offering at the rate of
1, 2, 3, 4, 5, 6, 7, 8, 9 or 10% of his or her base pay in effect at the
Offering Commencement Date of such Offering. In the case of a part-time
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hourly employee, such employee's base pay during an Offering shall be determined
by multiplying such employee's regular hourly rate of pay in effect on the
Offering Commencement Date by the number of regularly scheduled hours of work
for such employee during such Offering. In the event that the participant's base
pay is increased or decreased during an Offering, the payroll deduction
percentage which the participant authorized pursuant to the preceding sentence
shall apply with respect to such increased or decreased base pay amount, and
payroll deductions shall be adjusted accordingly.
In the event that a person becomes an employee under Section 2.3 of the Plan
during an Offering, such person shall then be entitled to participate in the
Plan and in any future or current Offering, to the extent possible, as
determined by the Committee, by authorizing payroll deductions and electing a
payroll deduction percentage at such time. In the event that a participant
ceases to be an employee under Section 2.3 of the Plan during an Offering, such
person shall no longer be eligible to participate in the Plan and in any future
or current Offering.
5.2 Participant's Account
All payroll deductions made for a participant shall be credited to the account
established with respect to such participant under the Plan (the "Account"). A
participant may not make any separate cash payment into such Account except when
on leave of absence and, then, only as provided in Section 5.4.
5.3 Changes in Payroll Deductions
A participant may discontinue his or her participation in the Plan as provided
in Article VIII, but no other change can be made during an Offering and,
specifically, a participant may not alter the amount of his or her payroll
deductions for that Offering.
5.4 Leave of Absence
A participant who is on a leave of absence shall have the right to elect,
subject to Section 8.5: (a) to withdraw the balance in his or her Account
pursuant to Section 7.2, (b) to discontinue contributions to the Plan but remain
a participant in the Plan, or (c) to remain a participant in the Plan during
such leave of absence, authorizing deductions to be made from payments by the
Company to the participant during such leave of absence and undertaking to make
cash payments to the Plan at the end of each payroll period to the extent that
amounts payable by the Company to such participant are insufficient to meet such
participant's authorized Plan deductions.
ARTICLE VI - GRANTING OF OPTION
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6.1 Number of Option Shares
On the Commencement Date of each Offering, a participating employee shall be
deemed to have been granted an option to purchase a maximum number of Shares
equal to an amount determined as follows: an amount equal to (i) that percentage
of the employee's base pay which he has elected to have withheld (but not in any
case in excess of 10%) multiplied by (ii) the employee's base pay during the
period of the Offering (iii) divided by 85% of the market value of a Share on
the applicable Offering Commencement Date. The market value of a Share shall be
determined as provided in paragraphs (a) and (b) of Section 6.2 below. An
employee's base pay during the period of an Offering shall be determined by
multiplying, in the case of a one-year Offering, the employee's normal weekly
rate of pay (as in effect on the last day prior to the Commencement Date of the
particular Offering) by 52 or the hourly rate by 2,080 or, in the case of a six-
month Offering, by 26 or 1,040, as the case may be, provided that, in the case
of a part-time hourly employee, the employee's base pay during the period of an
Offering shall be determined by multiplying such employee's hourly rate by the
number of regularly scheduled hours of work for such employee during such
Offering.
6.2 Option Price
The option price of each Share purchased with payroll deductions made during
such annual Offering with respect to a participant therein shall be the lower
of:
(a) 85% of the closing price of a Share on the Offering Commencement Date
or the nearest prior business day on which trading occurred on the exchange
where the Company Stock is to be listed; or
(b) 85% of the closing price of a Share on the Offering Termination Date
or the nearest prior business day on which trading occurred on the exchange
where the Share is to be listed. If Shares are not admitted to trading on any
of the aforesaid dates for which closing prices of the stock are to be
determined, then reference shall be made to the fair market value of Shares on
that date, as determined on such basis as shall be established or specified for
the purpose by the Committee.
ARTICLE VII - EXERCISE OF OPTION
7.1 Automatic Exercise
Unless a participant gives contrary written notice to the Company as hereinafter
provided, the participant's option for the purpose of acquiring Shares with
payroll deductions made during any Offering will be deemed to have been
exercised automatically on the Offering Termination Date applicable to such
Offering, for the purchase of the number of full and fractional Shares which the
accumulated payroll deductions in the participant's Account at that time will
purchase at the applicable option price (but not in excess of the number of
shares for which options have been granted to the employee pursuant to Section
6.1), and any excess in the participant's account at that time will be returned
to the participant.
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<PAGE>
7.2 Withdrawal of Account
By written notice to the Treasurer of the Company (or other person as the
Committee shall designate), at any time prior to the Offering Termination Date
applicable to any Offering, a participant may elect to withdraw all the
accumulated payroll deductions in his or her Account at such time.
7.3 Transfer of Stock
As of each Offering Termination Date, the custodian appointed pursuant to
Section 11.2 (the "Custodian") shall transfer to each participant's Account the
Shares acquired pursuant to Section 7.1 as of such Offering Termination Date
with respect to each participant.
7.4 Transferability of Option
During a participant's lifetime, options held by such participant shall be
exercisable only by that participant.
7.5 Crediting of Dividends
As soon as administratively practicable after any cash dividends have been paid
with respect to Shares held in a participant's Account, such dividends shall be
credited (net of taxes) by the Custodian to the participant's Account, as of the
appropriate record date and applied to purchase as many whole and fractional
Shares as possible at fair market value for such Account. Such Shares, as well
as any stock dividends issued as Shares with respect to Shares held in a
participant's Account, shall be credited to the participant's Account
accordingly.
ARTICLE VIII - WITHDRAWAL
8.1 In General
As provided in Section 7.2, a participant may withdraw the payroll deductions
credited to his or her Account under the Plan at any time prior to the
applicable Offering Termination Date by giving written notice to the Treasurer
of the Company (or to such other person as the Committee shall designate). All
of the payroll deductions credited to a participant's Account will be paid to
the participant promptly after receipt of his or her notice of withdrawal, and
no further payroll deductions will be made with respect to such participant
during such Offering. The Company may, at its option, treat any attempt to
borrow by an employee on the security of his or her accumulated payroll
deductions as an election under Section 7.2 to withdraw such deductions.
A participant also may at any time instruct the Company (i) to cause the
transfer of whole Shares credited to the participant's Account to him or her and
to pay in cash to the participant any amounts representing fractional shares, or
(ii) to cause the sale of whole and any fractional
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Shares credited to his or her Account and the remittance to the participant of
the proceeds of such sale, net of any brokerage commissions or expenses
associated with the sale of such Shares.
8.2 Effect on Subsequent Participation
A participant's withdrawal from any Offering will not have any effect upon his
or her eligibility to participate in any succeeding Offering or in any similar
plan which may hereafter be adopted by the Company.
8.3 Termination of Employment
Upon termination of a participant's employment for any reason, including
retirement (but excluding death while the participant is in the employ of the
Company or continuation of a leave of absence for a period beyond 90 days), the
payroll deductions credited to his or her Account will be returned to the
participant and any whole Shares held in the Account will be transferred to the
participant (any fractional shares will be returned in cash); provided, however
the participant may elect to have any Shares held in the participant's Account
sold, in which event the proceeds of such sale, net of any brokerage commissions
or expenses associated with the sale of such Shares, shall be remitted to the
participant. In the case of the participant's death subsequent to the
termination of the participant's employment, amounts paid or Shares transferred,
as the case may be, shall be paid or transferred to the person or persons
entitled thereto under Section 12.1.
8.4 Termination of Employment Due to Death
Upon termination of a participant's employment because of the participant's
death, the participant's beneficiary (as defined in Section 12.1) shall have the
right to elect, by written notice given to the Treasurer of the Company (or to
such other person as the Committee shall designate) prior to the earlier of the
next subsequent Offering Termination Date or the expiration of a period of sixty
(60) days commencing with the date of the death of the participant:
(a) With respect to cash held in the participant's Account, either
(i) to withdraw all of the payroll deductions credited to the
participant's Account under the Plan since the most recent prior Offering
Termination Date, or
(ii) to exercise the participant's option for the purchase of Shares
on the Offering Termination Date next following the date of the
participant's death for the purchase of the number of full Shares of stock
which the accumulated payroll deductions in the participant's Account at
the date of the participant's death will purchase at the applicable option
price, and any excess in such Account will be returned to said
beneficiary, without interest.
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(b) With respect to Shares held in the participant's Account, either
(i) to have transferred to him or her all of the whole Shares
credited to the participant's Account and any cash amounts representing
fractional Shares, or
(ii) to have the whole Shares credited to the participant's Account
sold and to have remitted to him or her the proceeds of such sale, net of
any brokerage commissions or expenses associated with the sale of such
Shares.
In the event that no such written notice of election shall be duly received by
the office of the Treasurer of the Company (or such other person as the
Committee shall designate), the beneficiary shall automatically be deemed to
have elected, pursuant to paragraph (a)(ii), to exercise the participant's
option and then, pursuant to paragraph (b)(i), to have transferred to him or her
all of the Shares credited to the participant's Account and any cash amounts
representing fractional Shares.
8.5 Leave of Absence
A participant on leave of absence shall, subject to the election made by such
participant pursuant to Section 5.4, continue to be a participant in the Plan so
long as such participant is on continuous leave of absence. A participant who
has been on leave of absence for more than 90 days and is not deemed an employee
for the purposes of the Plan shall not be entitled to participate in any
Offering commencing after the 90th day of such leave of absence.
Notwithstanding any other provisions of the Plan, unless a participant on leave
of absence returns to regular full-time or part-time employment with the Company
at the earlier of: (a) the termination of such leave of absence or (b) three
months from the 90th day of the commencement of such leave of absence, such
participant's participation in the Plan shall terminate on whichever of such
dates first occurs.
ARTICLE IX - INTEREST
9.1 Payment of Interest
No interest will be paid or allowed on any money paid into the Plan or credited
to the Account of any participant; provided, however, that interest shall be
paid on any cash amounts distributed to a participant or the participant's
beneficiary in cash pursuant to the provisions of Sections 7.1, 7.2, 8.1, 8.3,
8.4 and 10.1, but only to the extent that such amounts do not represent the
proceeds of the sale of any whole or fractional Shares held in the participant's
Account. Such distributions shall bear simple interest during the period from
the date of withholding to the date of return at the regular passbook savings
Account rates per annum in effect at a bank to be designated by the Committee.
Where the amount returned represents an excess amount in the participant's
Account after such Account has been applied to the purchase of stock, the
participant's Account shall be deemed to have been applied first toward purchase
of Shares under
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the Plan, so that interest shall be paid on the last
withholdings during the period which results in the excess amount.
ARTICLE X - STOCK
10.1 Maximum Shares
The maximum number of Shares which shall be issued under the Plan, subject to
adjustment upon changes in capitalization of the Company as provided in Section
12.3, shall be determined by the Committee. If the total number of shares for
which options are exercised on any Offering Termination Date in accordance with
Article VI exceeds the maximum number of shares for the applicable Offering, the
Company shall make a pro rata allocation of the shares available for delivery
and distribution in as nearly a uniform manner as shall be practicable and as it
shall determine to be equitable, and the balance of payroll deductions credited
to the Account of each participant under the Plan shall be returned to him or
her as promptly as possible.
10.2 Participant's Interest in Option Stock
A participant will have no interest in Shares covered by an option until such
option has been exercised.
10.3 Registration of Stock
Shares held in a participant's Account shall be registered in the name of the
Custodian. Shares to be delivered to a participant or, if applicable, a
beneficiary of a deceased participant under the Plan will be registered in the
name of the participant (or, if applicable, beneficiary).
10.4 Restrictions on Exercise
The Board of Directors of the Company (the "Board") may, in its discretion,
require as conditions to the exercise of any option that the Shares reserved for
issuance upon the exercise of the option shall have been duly listed, upon
official notice of issuance, upon a stock exchange, and that a Registration
Statement under the Securities Act of 1933, as amended, with respect to said
Shares shall be effective.
ARTICLE XI - ADMINISTRATION
11.1 Appointment of Committee
The Board shall designate a committee (the "Committee") to administer the Plan.
Unless otherwise determined by the Board, the Compensation Committee designated
by the Board shall
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be the Committee. No member of the Committee shall be eligible to purchase stock
under the Plan.
11.2 Authority of Committee
Subject to the express provisions of the Plan, the Committee shall have plenary
authority in its discretion to interpret and construe any and all provisions of
the Plan, to adopt rules and regulations for administering the Plan, and to make
all other determinations deemed necessary or advisable for administering the
Plan, including, without limitation, all questions concerning eligibility to
participate in and options to be received under, the Plan; provided that all
Employees who are granted options under the Plan shall be treated equally with
respect to their rights and privileges with respect to such options. The
Committee's determination on the foregoing matters shall be conclusive. The
Committee (or the Company) shall appoint as the Custodian of the Plan an entity
to maintain custody of all amounts withheld as participant contributions, to
maintain custody of all Shares (including fractional shares) held under the
Plan, to register Shares held in participants' Accounts under the Plan in its
name, and to perform such ministerial, record keeping and other duties with
respect to the Plan as shall be determined by the Committee or the Company.
11.3 Rules Governing the Administration of the Committee
The Board may from time to time appoint members of the Committee in substitution
for or in addition to members previously appointed and may fill vacancies,
however caused, in the Committee. The Committee may select one of its members
as its Chairman and shall hold its meetings at such times and places as it shall
deem advisable and may hold telephonic meetings. A majority of its members
shall constitute a quorum. All determinations of the Committee shall be made by
a majority of its members. The Committee may correct any defect or omission or
reconcile any inconsistency in the Plan, in the manner and to the extent it
shall deem desirable. Any decision or determination reduced to writing and
signed by a majority of the members of the Committee shall be as fully effective
as if it had been made by a majority vote at a meeting duly called and held.
The Committee may appoint a secretary and shall make such rules and regulations
for the conduct of its business as it shall deem advisable.
ARTICLE XII - MISCELLANEOUS
12.1 Designation of Beneficiary
A participant may file a written designation of a beneficiary who is to receive
any Shares and/or cash held in the participant's Account under the Plan. Such
designation of beneficiary may be changed by the participant at any time by
written notice to the Treasurer of the Company (or other person as the Committee
shall designate). Upon the death of a participant and upon receipt of the
Company of proof of identity and existence at the participant's death of a
beneficiary validly designated by him or her under the Plan, the Company shall
deliver subject to the
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provisions of Section 8.4, such Shares and/or cash held in the participant's
Account under the Plan to such beneficiary. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver provisions of Section 8.4, such Shares and/or cash held in the
participant's Account under the Plan to the executor or administrator of the
estate of the participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its discretion, may
deliver, subject to the provisions of Section 8.4, such Shares and/or cash to
the spouse or to any one or more dependents of the participant as the Company
may designate. No beneficiary shall, prior to the death of the participant by
whom the beneficiary has been designated, acquire any interest in the Shares or
cash credited to the participant's Account.
12.2 Transferability
Neither payroll deductions credited to a participant's Account nor any rights
with regard to the exercise of an option or to receive Shares under the Plan may
be assigned, transferred, pledged or otherwise disposed of in any way by the
participant other than by will or the laws of descent and distribution. Any
such attempted assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds in accordance with Section 7.2.
12.3 Adjustment Upon Changes in Capitalization
(a) If, while any options are outstanding or Shares are held in
participants' Accounts, the outstanding Shares have increased, decreased,
changed into or been exchanged for a different number or kind of shares or
securities of the Company through reorganization, merger, recapitalization,
reclassification, stock split, reverse stock split or similar transaction,
appropriate and proportionate adjustments may be made by the Committee in the
number and/or kind of Shares which are subject to purchase under outstanding
options on the option exercise price or prices applicable to such outstanding
options and with respect to any Shares held in participants' Accounts. In
addition, in any such event, the number and/or kind of shares which may be
offered in the Offerings described in Article IV hereof shall also be
proportionately adjusted. No adjustments shall be made for stock dividends. For
the purposes of this Paragraph (a), any distribution of shares to shareholders
in an amount aggregating 20% or more of the outstanding Shares shall be deemed a
stock split and any distributions of Shares aggregating less than 20% of the
outstanding Shares shall be deemed a stock dividend.
(b) Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of substantially all of the property or stock of the Company to
another corporation, each participant who has an option then outstanding under
the Plan or has Shares held in his or her Account will thereafter be entitled
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to receive at the next Offering Termination Date upon the exercise of such
option with respect to each Share as to which such option shall be exercised, or
with respect to each Share held in the participants' Account, as the case may
be, as nearly as reasonably may be determined, the cash, securities and/or
property which a holder of one Share was entitled to receive upon and at the
time of such transaction. The Board shall take such steps in connection with
such transactions as it shall deem necessary to assure that the provisions of
this Section 12.4 shall thereafter be applicable, as nearly as reasonably may be
determined, in relation to the said cash, securities and/or property as to which
might thereafter be entitled to receive.
12.4 Participant Voting and Other Rights
A participant shall have all rights of a shareholder with respect to any
Shares held in the participant's Account, including the right to vote such
shares, and the Company shall provide each participant with respect to whom
Shares are held in the participant's Account with a copy of the Company's annual
report and with such other informational material, including material concerning
the voting of such Shares, and reports of the Company as are generally provided
to shareholders of the Company. A participant shall provide written timely
notice to the Custodian as to the manner in which he or she desires to vote the
Shares held in his or her Account, and the Custodian shall vote such Shares
accordingly.
12.5 Reports
Statements with respect to each participant's or beneficiary's Account
shall be provided periodically as determined by the Company, but in no event
shall such statements be provided less frequently than within a reasonable time
after each Offer Termination Date.
12.6 Indemnification
The Company, by its adoption of the Plan, indemnifies and holds its
employees and the members of the Committee, jointly and severally, harmless from
the effects and consequences of their acts, omissions, and conduct with respect
to the Plan in their official capacities, except to the extent that such effects
and consequences result from their own willful misconduct, breach of good faith
or gross negligence in the performance of their duties hereunder. The foregoing
right of indemnification shall not be exclusive of other rights to which each
such employee or Committee member may be entitled by any contract as a matter of
law.
12.7 Amendment and Termination
The Board shall have complete power and authority to terminate or amend the
Plan; provided, however, that the Board shall not, without the approval of the
stockholders of the Corporation (i) increase the maximum number of shares which
may be issued under any Offering (except pursuant to Section 12.4); (ii) amend
the requirements as to the class of employees eligible to purchase Shares under
the Plan or permit the members of the Committee to purchase Shares
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under the Plan. Notwithstanding the foregoing, the Committee may amend the Plan
to add provisions respecting the participation of employees in jurisdictions
outside the United States as it shall determine from time to time. No
termination, modification or amendment of the Plan may, without the consent of a
participant then having an option under the Plan to purchase Shares, adversely
affect the rights of such participant with respect to such option.
12.8 Effective Date
The Plan shall become effective as of January 1, 1997, or as soon as practicable
thereafter, subject to approval by the holders of the majority of the Shares
present and represented at a special or annual meeting of the shareholders held
on the date which is twelve months subsequent to the date on which the Plan is
adopted by the Board. If the Plan is not so approved, the Plan shall not become
effective.
12.9 No Employment Rights
The Plan does not, directly or indirectly, create any right for the benefit of
any employees to purchase any Shares under the Plan, or create in any employee
or class of employees any right with respect to continuation of employment by
the Company, and it shall not be deemed to interfere in any way with the
Company's right to terminate, or otherwise modify, an employee's employment at
any time.
12.10 Effect of Plan
The provisions of the Plan shall, in accordance with its terms, be binding upon,
and inure to the benefit of, all successors of each employee participating in
the Plan, including, without limitation, such employee's estate and the
executors, administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of such employee.
12.11 Governing Law
The law of the State of Delaware will govern all matters relating to this Plan
except to the extent it is superseded by the laws of the United States.
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EXHIBIT 10.12
================================================================================
TAX ALLOCATION AND INDEMNIFICATION AGREEMENT
Dated as of _________, 1996
Among
DEPUY, INC.
BOEHRINGER MANNHEIM CORPORATION
and
CORANGE LIMITED
================================================================================
<PAGE>
TAX ALLOCATION AND INDEMNIFICATION AGREEMENT (the "Agreement")
dated as of _________, 1996 among
DEPUY, INC., a Delaware Corporation
(the "Company"),
BOEHRINGER MANNHEIM CORPORATION, an Indiana corporation
("BMC") and CORANGE LIMITED,
a Bermuda corporation ("Corange").
WHEREAS, each of the Company and BMC is an indirect, wholly-owned
subsidiary of Corange, which is the ultimate holding company within the Corange
Limited group of companies (the "Corange Group"), and each of various
subsidiaries in the Corange Group listed in Exhibit A hereto is engaged in the
manufacture and/or the distribution of orthopaedic products for the DePuy
division of the Corange Group;
WHEREAS, Corange U.S. Holdings Inc., an Indiana corporation ("CUSHI") was
the common parent corporation, within the meaning of Section 1502 of the
Internal Revenue Code of 1986, as amended (the "Code"), of an affiliated group
of corporations (the "Affiliated Group") filing consolidated Federal income tax
returns and consolidated, combined or unitary state income tax returns, pursuant
to which CUSHI, BMC, and other members of the Affiliated Group have paid taxes
on a consolidated, combined or unitary basis;
WHEREAS, in connection with an overall plan of reorganization affecting
those corporations within the DePuy division of the Corange Group, which plan
was approved by the Board of Directors of Corange in resolutions adopted at a
meeting held on July 11, 1996: (i) CUSHI has sold all of the outstanding shares
of BMC to Pharminvest S.A., a Luxembourg corporation in the Corange Group (the
"BMC Share Sale"), (ii) Corange and certain direct and indirect subsidiaries of
Corange have sold or otherwise transferred to CUSHI or to newly-created
subsidiaries of CUSHI, their shareholding in certain subsidiaries within the
DePuy division of the Corange Group, and certain assets related to the DePuy
business previously owned by a foreign distribution subsidiary of Corange
affiliated with the Boehringer Mannheim business of the Corange Group, and (iii)
CUSHI has merged with and into the Company (the "Merger"), with the Company
being the surviving corporation in the Merger (collectively, the "Pre-Offering
Reorganization");
WHEREAS, pursuant to the Pre-Offering Reorganization, CUSHI ceased to be
the common parent of the Affiliated Group, BMC ceased to be a member of the
Affiliated Group, and the Company became the common parent corporation of the
Affiliated Group;
WHEREAS, Corange, BMC and the Company desire to allocate the liability for
the taxes (including any interest or penalties thereon) of members of the
Affiliated Group for any taxable period beginning before the Pre-Offering
Reorganization and to provide for certain other tax-related matters;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows.
<PAGE>
1. Indemnification by Corange and BMC. (a) Corange shall indemnify and
hold harmless on an After-Tax Basis (as hereinafter defined) the Company and the
DePuy Subsidiaries (as hereinafter defined) against any Corange Tax Liabilities
(as hereinafter defined). The term "Corange Tax Liabilities" shall mean any
Taxes (as hereinafter defined): (i) imposed (x) with respect to any taxable
period that ends prior to the date upon which the Closing of the public offering
of the stock of the Company occurs (the "Closing Date") and (y) with respect to
a taxable period that begins before and ends after the Closing Date, the portion
of such period up to and including the the Closing Date (each period described
in clause (x) or clause (y), being hereinafter referred to as a "Pre-Closing Tax
Period"), or (ii) imposed as a result of the Pre-Offering Reorganization;
provided, however, that the Taxes subject to indemnification as Corange Tax
Liabilities under this Section 1(a) shall not include any "BMC Tax Liabilities"
(as hereinafter defined) subject to indemnification by BMC under Section 1(b)
hereof or any "DePuy Tax Liabilities" (as hereinafter defined) subject to
indemnification by the Company and the DePuy Subsidiaries under Section 2
hereof.
(b) BMC shall indemnify and hold harmless on an After-Tax Basis the
Company and the DePuy Subsidiaries against any BMC Tax Liabilities. The term
"BMC Tax Liabilities" shall mean: (i) the full amount of the Taxes of BMC or a
BMC Subsidiary (as hereinafter defined), as the case may be, for any taxable
period for which the Tax liability of BMC or a BMC Subsidiary, as applicable, is
determined on the basis of a separate Tax return, and (ii) in the case of any
taxable period for which the Tax liability of BMC or a BMC Subsidiary, as
applicable, is determined on the basis of a Consolidated Return (as hereinafter
defined), the portion of the Taxes of the Consolidated Group (as hereinafter
defined) attributable to BMC or to a BMC Subsidiary, as determined under Section
6 with respect to consolidated or combined returns, and under Section 7 with
respect to unitary returns; provided, however, that the term "BMC Tax
Liabilities" shall include no liabilities for Taxes imposed as a result of the
Pre-Offering Reorganization.
(c) Corange hereby guarantees BMC's obligation to indemnify and hold
harmless on an After-Tax Basis the Company and the DePuy Subsidiaries against
the BMC Tax Liabilities. In the event that BMC defaults on its obligations to
make indemnification payments with respect to any BMC Tax Liabilities in
accordance with this Agreement, the Company and the DePuy Subsidiaries shall be
entitled to collect such indemnification payments from Corange; provided,
however, that the Company and the DePuy Subsidiaries shall in no event be
entitled to receive more than the full amount of one indemnification payment
with respect to any single claim for Taxes under this Agreement.
2. Indemnification by the Company. The Company and each DePuy Subsidiary
shall indemnify and hold harmless on an After-Tax Basis Corange, BMC, the
Corange Subsidiaries (as hereinafter defined) and the BMC Subsidiaries against
any and all DePuy Tax Liabilities. The term "DePuy Tax Liabilities" shall mean:
(i) the full
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amount of the Taxes of the Company or a DePuy Subsidiary, as the case may be,
for any taxable period for which the Tax liability of the Company or a DePuy
Subsidiary, as applicable, is determined on the basis of a separate Tax return,
(ii) in the case of any taxable period for which the Tax liability of the
Company or a DePuy Subsidiary, as applicable, is determined on the basis of a
Consolidated Return, that portion of the Taxes of the Consolidated Group
attributable to the Company or to a DePuy Subsidiary, as determined under
Section 6 with respect to consolidated or combined returns, and as determined
under Section 7 with respect to unitary returns, and (iii) Taxes imposed as a
result of the Pre-Offering Reorganization solely by reason of one or more
actions taken by the Company or any DePuy Subsidiary in violation of any of its
obligations under the agreements entered into with respect to the Pre-Offering
Reorganization; provided, however, that the term "DePuy Tax Liabilities" shall
include (x) no liabilities for Taxes imposed as a result of the Pre-Offering
Reorganization except for liabilities for Taxes described in clause (iii)
hereof, and (y) no liabilities for any interest or any penalties relating to any
taxes, tariffs or governmental charges, in the case of liabilities for Taxes
described in clauses (i) and (ii) hereof, and all such liabilities for interest
and penalties shall be deemed to be Corange Tax Liabilities subject to
indemnification by Corange under Section 1(a) hereof.
3. Definitions. (a) The term "Tax" or "Taxes" means Federal, state, local
and foreign income, franchise, property, sales, excise, transfer, withholding
(with respect to amounts paid or received), employment or other taxes, tariffs
or governmental charges (and all interest and penalties relating thereto)
imposed by a governmental authority pursuant to the exercise of its power to
tax.
(b) The term "After-Tax Basis" means, with respect to any payment, an
amount calculated by taking into account the Tax consequences of the receipt of
such payment, as well as any Tax benefit associated with the liability giving
rise to the payment. In the case of any item which gives rise to a deduction,
the Tax benefit of such deduction shall be determined at the maximum statutory
tax rate in effect during the relevant taxable period, whether or not the
taxpayer actually realizes currently such Tax benefit. For this purpose, all
indemnification payments made by Corange under this Agreement shall be deemed to
be capital contributions to the Company.
(c) The term "DePuy Subsidiary" shall mean each entity listed in Exhibit A
hereto and shall be deemed to include any predecessor or transferee of (or
successor or transferor to) the Company or any entity listed in Exhibit A, but
shall not include CUSHI for any period prior to the Merger or any subsidiary in
the Corange Group affiliated with the Boehringer Mannheim business of the
Corange Group; provided, however, that the DePuy division of BMC, which was a
predecessor of DePuy, Inc. (incorporated on January 1, 1992) shall be deemed to
be a DePuy Subsidiary. The term "BMC Subsidiary" shall mean any subsidiary of
BMC, and shall be deemed to include any predecessor or transferee of (or
successor or transferor to) BMC or any subsidiary of BMC, but shall not include
CUSHI (or any predecessor thereof or transferor thereto),
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the Company or any DePuy Subsidiary. The term "Corange Subsidiary" shall mean
any subsidiary in the Corange Group, including CUSHI, and shall be deemed to
include any predecessor or transferee of (or successor or transferor to) Corange
or any subsidiary of Corange, but shall not include the Company, any DePuy
Subsidiary, BMC or any BMC Subsidiary.
(d) The term "Tax Asset" shall mean any net operating loss, net capital
loss, investment tax credit, foreign tax credit, target jobs tax credit, low
income housing credit, research and experimentation credit, charitable deduction
or any other credit or tax attribute, including additions to basis of property,
which could reduce any tax, including, without limitation, deductions, credits,
or alternative minimum net operating loss carryforwards related to alternative
minimum taxes.
(e) The term "BMC Sale Date" shall mean the date upon which the BMC Share
Sale occurs, and the term "Pre-BMC Sale Tax Period" shall mean (i) any taxable
period that ends prior to the BMC Sale Date and (ii) with respect to a taxable
period that begins before and ends after the BMC Sale Date, the portion of such
period up to and including the BMC Sale Date.
(f) The term "Consolidated Group" shall mean (i) the Affiliated Group and
(ii) any group filing consolidated, combined or unitary tax returns for state
tax purposes for any taxable period beginning before the BMC Sale Date which,
for such taxable period, is comprised of at least one corporation which is a BMC
Subsidiary and at least one corporation which is a DePuy Subsidiary. The term
"Consolidated Return" shall mean any Federal income tax return or any state tax
return filed by the Consolidated Group on a consolidated, combined or unitary
basis.
4. Tax Return Filing and Related Matters. (a) The Company shall prepare
all Consolidated Returns of the Consolidated Group for taxable periods beginning
on or after January 1, 1996 and ending on or before December 31, 1996, and all
separate Tax returns of the Company and the DePuy Subsidiaries. With respect to
any Consolidated Returns referred to in the first sentence of this Section 4(a),
BMC shall provide pro forma tax returns and other relevant data to the Company
at least forty-five (45) days prior to the due date of such Tax returns (taking
into account any applicable extensions). The Company shall provide BMC with
preliminary draft copies of such Tax returns at least thirty (30) days prior to
the due date for filing (taking into account any applicable extensions) for
review and approval by BMC with respect to BMC Tax Liabilities. If BMC objects
to any matter reflected in such draft Tax returns with respect to BMC Tax
Liabilities, BMC shall inform the Company within ten (10) days of receipt of the
draft Tax returns, and the Company shall revise such Tax returns as so directed
by BMC, and shall sign and timely file such Tax returns with the appropriate
taxing authorities.
(b) BMC shall prepare all Consolidated Returns of the Consolidated Group
for taxable priods ending on or before December 31, 1995, all separate Tax
returns of
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CUSHI for taxable periods ending on or before the Merger, and all separate Tax
returns of BMC and the BMC Subsidiaries. The provisions of this Section 4 shall
apply with respect to any action or inaction after the date of this Agreement in
connection with the preparation and filing of any such Tax returns. With respect
to any Consolidated Returns referred to in the first sentence of this Section
4(b), the Company shall provide pro forma tax returns and other relevant data to
BMC at least forty-five (45) days prior to the due date of such Tax returns
(taking into account any applicable extensions). BMC shall provide the Company
with preliminary draft copies of such Tax returns at least thirty (30) days
prior to the due date for filing (taking into account any applicable extensions)
for review and approval by the Company with respect to DePuy Tax Liabilities. If
the Company objects to any matter reflected in such draft Tax returns with
respect to DePuy Tax Liabilities, the Company shall inform BMC within ten (10)
days of receipt of the draft Tax returns and BMC shall revise such Tax returns
as so directed by the Company, and shall sign and timely file such Tax returns
with the appropriate taxing authorities.
(c) With respect to Consolidated Returns of the Consolidated Group for
taxable periods beginning on or after January 1, 1996 and ending on or before
December 31, 1996, BMC shall pay, or cause to be paid, to the Company an amount
equal to (1) BMC's share of the Consolidated Group's consolidated Federal Tax
liability and consolidated state Tax liability, determined in accordance with
Section 6, and (2) BMC's share of the Consolidated Group's unitary state Tax
liability, determined in accordance with Section 7, as provided below.
(i) Promptly after the Company makes an estimated Tax payment with
respect to any such Consolidated Return, the Company shall in good faith
determine the amount of BMC's share of such estimated Tax payment in
accordance with Section 6, in the case of any consolidated Federal Tax
liability or any consolidated state Tax liability of the Consolidated
Group, and in accordance with Section 7 using 1995 apportionment factors,
adjusted for significant dispositions or transfers of assets, in the case
of any unitary state Tax liability of the Consolidated Group. The Company
shall deliver a written statement to BMC reflecting the determination
described above. Within ten (10) business days after delivery of such
written statement, BMC shall notify the Company whether BMC agrees with
such determination. BMC shall pay to the Company or the Company shall pay
to BMC, as appropriate, the amount determined to be payable hereunder (x)
within ten (10) business days thereafter, if BMC agrees with such
determination, or (y) if the Company and BMC cannot agree on the
determination, within ten (10) business days after the date of the
determination of the amount payable pursuant to Section 11 hereof.
(ii) Promptly after the Company files an application to extend the
due date of any such Consolidated Return, the Company shall in good faith
determine the estimated amount of BMC's share of the Consolidated Group's
consolidated Federal Tax liability or consolidated state Tax liability for
such Consolidated
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Return in accordance with Section 6 or, in the case of a unitary state Tax
return, in accordance with Section 7 using 1995 apportionment factors,
adjusted for significant dispositions or transfers of assets. The amount
payable hereunder shall equal the difference, if any, between (x) the
amounts so determined and (y) the aggregate amount of estimated
installments paid with respect to BMC's share of such Tax liability for
such Consolidated Return, adjusted to take into account amounts previously
paid or received by BMC in connection with any previous extension payments.
The Company shall deliver to BMC a written statement of the amount payable
hereunder, as described above. Within ten (10) business days after delivery
of such written statement, BMC shall notify the Company whether BMC agrees
with such determination. BMC shall pay to the Company or the Company shall
pay to BMC, as appropriate, the amount determined to be payable hereunder
(x) within ten (10) business days thereafter, if BMC agrees with such
determination, or (y) if the Company and BMC cannot agree on the
determination, within ten (10) business days after the date of the
determination of the amount payable pursuant to Section 11 hereof.
(iii) Promptly after the Company files any such Consolidated
Return, the Company shall deliver to BMC a written statement setting forth
the difference between (x) BMC's share of the Consolidated Group's
consolidated Federal Tax liability, consolidated state Tax liability or
unitary state Tax liability for such Consolidated Return, determined in
accordance with Section 6 or Section 7, as the case may be, and (y) the
aggregate amount of payments with respect to BMC's share of such Tax
liability for such Consolidated Return previously made pursuant to this
Section. Within ten (10) business days of delivery of such written
statement, BMC shall notify the Company whether BMC agrees with such
determination. BMC shall pay to the Company or the Company shall pay to
BMC, as appropriate, the amount equal to such difference, if any, (x)
within ten (10) business days thereafter, if BMC agrees with such
determination, or (y) if the Company and BMC cannot agree on the
determination, within ten (10) business days after the date of the
determination of the amount payable pursuant to Section 11 hereof.
(d) With respect to Consolidated Returns of the Consolidated Group for
taxable periods ending on or before December 31, 1995, the Company shall pay, or
cause to be paid, to BMC the Company's share of the Consolidated Group's
consolidated Federal Tax liability, consolidated state Tax liability, and
unitary state Tax liability, determined in accordance with past practices.
(e) In the case of Consolidated Returns of the Consolidated Group for
taxable periods beginning on or after January 1, 1996 and ending on or before
December 31, 1996, if the Company determines that it will be necessary to incur
incremental out-of-pocket costs for legal, accounting or other related
professional fees and disbursements attributable to the preparation of tax
returns for BMC or the BMC Subsidiaries, the
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Company shall obtain from BMC its written approval of such incremental out-of-
pocket costs prior to incurring such costs. BMC shall reimburse the Company for
such incremental out-of-pocket costs which have been approved by BMC pursuant to
this Section 4(e) within thirty (30) days of delivery of a written statement of
such costs specifying such costs in reasonable detail.
(f) Without the prior written consent of BMC (in the case of BMC Tax
Liabilities), which shall not be unreasonably withheld, and the prior written
consent of Corange (in the case of Corange Tax Liabilities), which shall not be
unreasonably withheld, the Company shall refrain, and shall cause each of the
DePuy Subsidiaries to refrain, (i) from making, filing or amending any Tax
return that includes any Pre-Closing Tax Period or any Pre-BMC Sale Tax Period
that would materially affect the Tax liability of Corange, BMC, the Corange
Subsidiaries or the BMC Subsidiaries, and (ii) from making any material tax
election that would bind, or materially affect the Tax liability of, Corange,
BMC, the Corange Subsidiaries or the BMC Subsidiaries.
5. Contests. (a) If the Company or any DePuy Subsidiary receives oral or
written notice from the Internal Revenue Service or any other taxing authority
of the commencement of an audit, the assertion of a claim, an assessment, or
other dispute with respect to Taxes for which Corange or BMC are or may be
required to indemnify, in whole or in part, under this Agreement, the Company
shall provide notice to Corange and BMC (in the case of Corange Tax
Liabilities), or shall provide notice to BMC and Corange (in the case of BMC Tax
Liabilities) of the same in writing within ten (10) business days, specifying in
reasonable detail the basis of such claim and the facts pertaining thereto, and
shall not make payment of the Tax claimed for at least thirty (30) days after
the giving of such notice. Corange (in the case of Corange Tax Liabilities) or
BMC (in the case of BMC Tax Liabilities), at its own cost and expense, shall be
entitled to control any such contest, including the determination of whether and
when to settle any such contest; provided, however, that Corange or BMC, as the
case may be, will consider in good faith any reasonable requests by the Company
regarding the conduct of such contest and will promptly, and in any event within
ten (10) business days, notify the Company of any action taken or proposed to be
taken from time to time by Corange or BMC, as the case may be, with respect to
such contest, and provided, further, that Corange and BMC will not settle any
such contest that would materially affect the Tax liability of the Company or
the DePuy Subsidiaries without the prior written consent of the Company, which
shall not be unreasonably withheld. The Company agrees to provide to Corange and
BMC (in the case of a contest regarding Corange Tax Liabilities) or to BMC and
Corange (in the case of a contest regarding BMC Tax Liabilities) promptly, and
in any event within ten (10) business days, copies of any correspondence or
notices received from time to time from the Internal Revenue Service or any
other taxing authority with respect to such contest.
(b) If Corange, BMC, any Corange Subsidiary or any BMC Subsidiary receives
any oral or written notices from the Internal Revenue Service or any other
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<PAGE>
taxing authority that relate to the Company or the DePuy Subsidiaries, Corange
(on behalf of Corange or such Corange Subsidiary) or BMC (on behalf of BMC or
such BMC Subsidiary) shall provide written notice to the Company of the same in
writing within ten (10) business days. The Company, at its cost and expense,
shall be entitled to control any contests with respect to the Tax liability of
the Company or the DePuy Subsidiaries, except for contests subject to control by
Corange and BMC pursuant to this Agreement.
(c) Indemnification payments required pursuant to this Agreement shall
become due and payable upon a final determination of the liability for Taxes of
the relevant taxpayer; provided, however, that indemnification payments which
Corange is required to pay as guarantor pursuant to Section 1(c) hereof shall be
due and payable ten (10) business days after the Company notifies Corange that
BMC has defaulted on its obligations to make such indemnification payments in
accordance with this Agreement. A "final determination" shall be deemed to occur
with respect to a contest when (i) there is a decision, judgment, decree or
other order by any court of competent jurisdiction, which decision, judgment,
decree or other order has become final with respect to the taxpayer (i.e., all
allowable appeals have been exhausted by either party to the action or the time
period within which such appeal may be filed has expired), (ii) there is a
closing agreement or other administrative settlement with the Internal Revenue
Service or other taxing authority, (iii) the time for instituting a claim for
refund in respect of the taxpayer has expired, or, if a claim was filed, the
time for instituting suit with respect thereto has expired, or (iv) the Taxes
which are the subject of such contest are paid, and pursuant to written
agreement between the Company and Corange or BMC, no claim for refund is filed
and no further contest is pursued.
6. Consolidated or Combined Tax Liability. (a) With respect to any
consolidated Federal Tax liability or consolidated state Tax liability, BMC and
the BMC Subsidiaries shall be responsible for the aggregate amount of such Tax
liability of BMC and all BMC Subsidiaries that are members of the relevant
Consolidated Group, and the Company and the DePuy Subsidiaries shall be
responsible for the aggregate amount of such Tax liability of the Company and
all DePuy Subsidiaries that are members of the relevant Consolidated Group. A
member's share of such Taxes shall be calculated as if such member were not and
never were part of the Consolidated Group, but rather were a corporation filing
separate income tax returns; provided, however, that (i) the applicable Tax rate
shall be the relevant maximum statutory rate in effect during the relevant
taxable period (with any applicable surtax exemption being ratably apportioned
among the members), and (ii) in no event shall the Company's and the DePuy
Subsidiaries' share of any consolidated Federal Tax liability or consolidated
state Tax liability exceed the amount that would have constituted the Company's
and the DePuy Subsidiaries' share of such Tax liability if such share had been
calculated in the manner set forth in Treasury Regulation Sections 1.1552-
1(a)(2) and 1.1502-33(d)(2).
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(b) For purposes of paragraph (a) above, "Tax liability" (1) shall
exclude any liability for the payment of alternative minimum tax, and (2)
shall refer to an actual out-of-pocket payment to any taxing authority,
after taking into account the utilization of net operating losses and any
other Tax Assets.
(c) Any alternative minimum Tax liability (and any Tax Assets
attributable to such Tax liability) and any environmental Tax imposed under
Section 59A of the Code shall be allocated among the members of the
Consolidated Group in accordance with the formulas referenced in Proposed
Treasury Regulation Section 1.1502-5(b)(6). With respect to foreign tax
credits under the Code, any consolidated unused foreign tax credits of the
Consolidated Group shall be apportioned to the members of such Consolidated
Group pursuant to Treasury Regulation Section 1.1502-79(d).
(d) Any interest imposed in connection with any Tax liability shall be
allocated in the same manner as the underlying Tax liability, as provided
above.
(e) Any penalty imposed in connection with any Tax liability shall be
the responsibility of the party whose action or inaction resulted in the
imposition of such penalty; provided, however, that if such a determination
cannot be made, the penalty shall be allocated in the same manner as the
underlying Tax liability, as provided above.
7. Unitary Tax Liability. (a) BMC's share of any unitary state Tax
liability shall be, with respect to each state, the aggregate amount of
unitary state Tax liability of BMC and all BMC Subsidiaries that are
members of the relevant Consolidated Group. The Company's share of any
unitary state Tax liability shall be, with respect to each state, the
aggregate amount of unitary state Tax liability of the Company and all
DePuy Subsidiaries that are members of the relevant Consolidated Group. A
member's liability for its share of unitary state Tax shall be determined
in accordance with paragraph (c) of this Section 7; provided, however, that
credits and any minimum taxes shall be allocated to the member responsible
for the generation of such credit or minimum taxes.
(b) BMC's share of any unitary state Tax Assets shall be, with respect
to each state, the aggregate amount of unitary state Tax Assets of BMC and
all BMC Subsidiaries that are members of the relevant Consolidated Group.
The Company's share of any unitary state Tax Assets shall be, with respect
to each state, the aggregate amount of unitary state Tax Assets of the
Company and all DePuy Subsidiaries that are memebers of the relevant
Consolidated Group. A member's share of such unitary state Tax Assets
shall be determined in accordance with paragraph (c) of this Section 7.
(c) In the case of a member of the Consolidated Group, such member's
share of any unitary state Tax liability or unitary state Tax Asset shall
be determined in accordance with past practices.
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(d) Any interest imposed in connection with any Tax liability shall be
allocated in the same manner as the underlying Tax liability, as provided
above.
(e) Any penalty imposed in connection with any Tax liability shall be
the responsibility of the party whose action or inaction resulted in the
imposition of such penalty; provided, however, that if such a determination
cannot be made, the penalty shall be allocated in the same manner as the
underlying Tax liability, as provided above.
8. Allocation of Taxes To Certain Tax Periods. In the case of any
taxable period that includes but does not end on either the Closing Date or
the BMC Sale Date (any such taxable period, being hereinafter referred to
as a "Straddle Period"),
(a) real, personal and intangible property Taxes, other than transfer
and similar Taxes, ("Property Taxes") allocated to the Pre-Closing Tax
Period or the Pre-BMC Sale Tax Period, as the case may be, shall be equal
to the amount of such Property Taxes for the entire Straddle Period
multiplied by a fraction, the numerator of which is the number of days
during the Straddle Period that are in the Pre-Closing Tax Period or the
Pre-BMC Sale Tax Period, as applicable, and the denominator of which is the
number of days in the Straddle Period; and
(b) all Taxes (other than Property Taxes) for the Pre-Closing Tax
Period or the Pre-BMC Sale Tax Period, as the case may be, shall be
computed in accordance with the principles of Treasury Regulation Section
1.1502-76; provided, however, that the transfers and transactions
(including Taxes attributable thereto) which occur to effectuate the Pre-
Offering Reorganization shall be allocated to the Pre-Closing Tax Period or
the Pre-BMC Sale Tax Period, as the case may be, and provided, further,
however, that in the case of any Taxes attributable to the ownership of any
equity interest in any partnership or other "flow through" entity, the
Taxes allocated to the Pre-Closing Tax Period or the Pre-BMC Sale Tax
Period, as the case may be, shall be determined on a daily proration basis.
9. Credits and Refunds. (a) If the Company or any DePuy Subsidiary
receives from any taxing authority any refunds or credits of Taxes which
are attributable to any item of income, loss, credit, deduction or other
tax attribute of Corange, BMC, a Corange Subsidiary, or a BMC Subsidiary,
the Company shall pay, or cause to be paid, the amount of such refund or
credit, together with any related interest actually received or credited,
to Corange (if attributable to an item or other tax attribute of Corange or
a Corange Subsidiary) or to BMC (if attributable to an item or other tax
attribute of BMC or a BMC Subsidiary) within twenty (20) business days of
receipt.
(b) If Corange, BMC, a Corange Subsidiary or a BMC Subsidiary receives
from any taxing authority any refunds or credits of Taxes which are
attributable to any item of income, loss, credit, deduction or other tax
attribute of the Company or a DePuy Subsidiary, Corange (in the case of
refunds or credits received by Corange or a Corange
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Subsidiary) or BMC (in the case of refunds or credits received by BMC or a
BMC Subsidiary) shall pay, or caused to be paid, the amount of such refund
or credit, together with any related interest actually received or
credited, to the Company or to such DePuy Subsidiary within twenty (20)
business days of receipt.
(c) The determination as to whether a refund or credit is attributable
to an item or other tax attribute of Corange, BMC, a Corange Subsidiary, a
BMC Subsidiary, the Company or a DePuy Subsidiary, as the case may be,
shall be made under Section 6 hereof with respect to consolidated or
combined returns, under Section 7 hereof with respect to unitary returns,
and on a separate return basis with respect to separate returns.
10. Cooperation. Corange, BMC and the Company agree to cooperate in
all reasonable respects with respect to Tax matters contemplated by this
Agreement, which cooperation shall include executing and filing such
waivers, consents, forms, court petitions, refund claims (including filing
refund claims as may be directed by another party hereto), complaints,
powers of attorney and other documents needed from time to time in
connection with such Tax matters. The Company agrees to furnish timely,
and to cause each of the DePuy Subsidiaries to so furnish, Corange and BMC
with any and all information reasonably requested by Corange and BMC in
order to carry out the provisions of this Agreement. Corange and BMC agree
to furnish timely, and to cause each of their subsidiaries to so furnish,
the Company with any and all information reasonably requested by the
Company in order to carry out the provisions of this Agreement.
11. Computations. If Corange or BMC and the Company cannot agree on
any computation of any amount payable under this Agreement, such
computation shall be made by a nationally recognized independent public
accounting firm acceptable to both such parties and the decision of such
firm shall be final and binding. The fees and expenses incurred in
connection with such calculation shall be borne equally by the disputing
parties.
12. Offsets. No payment shall be required to be made by one party
(the "first party") to another party (the "second party") pursuant to this
Agreement to the extent that there is an amount then due and payable under
this Agreement by the second party to the first party.
13. Assignment. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in whole
or in part, by operation of law or otherwise by any of the parties without
the prior written consent of the other parties. Subject to the preceding
sentence, this Agreement shall be binding upon, inure to the benefit of,
and be enforceable by, the parties hereto and their respective successors
and assigns.
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14. Survival. The provisions of this Agreement shall survive for the
full period of all applicable statutes of limitations (giving effect to any
waiver or extensions thereof) and sixty (60) days thereafter.
15. Notices. All notices, requests or other communications hereunder
shall be given or made in writing and shall be (i) delivered personally
(including commercial courier), (ii) sent by registered or certified
airmail, postage prepaid, or (iii) sent by telecopier, addressed to the
party to whom they are directed at the following addresses, or at such
other address as may be designated by notice from such party.
To the Company:
DePuy, Inc.
700 Orthopaedic Drive
Warsaw, Indiana 46581
Attention: Mr. Thomas J. Oberhausen
Senior Vice President and Chief Financial Officer
with a copy to:
DePuy, Inc.
700 Orthopaedic Drive
Warsaw, Indiana 46581
Attention: Steven L. Artusi, Esq.
Senior Vice President, General Counsel
and Secretary
To BMC:
Boehringer Mannheim Corporation
9115 Hague Road
Indianapolis, Indiana 46250
Attention: Mr. John D. Kellar
Vice President, Taxes
with a copy to:
Boehringer Mannheim Corporation
9115 Hague Road
Indianapolis, Indiana 46250
Attention: Steven Oldham, Esq.
General Counsel and Secretary
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To Corange:
Corange Limited
22 Church Street
HM 11
P.O. Box HM 2026
Hamilton, HM HX
Bermuda
with a copy to:
Anthony Williams, Esq.
Coudert Brothers
1114 Avenue of the Americas
New York, New York 10036
Any notice, request or other communication given or made in the manner
prescribed in this Section shall be deemed to have been given and to be
effective upon receipt or refusal by the addressee, or if later upon such
later date as is specified therein. Any party may change its address for
notices hereunder, effective upon giving of notice of such change hereunder
to the other parties.
16. Governing Law. This Agreement is made and shall be construed in
all respects in accordance with the laws of the State of New York without
regards to its conflicts of laws principles. Any controversy concerning the
interpretation or operation of this Agreement shall be resolved first by
resort to good faith negotiation between the parties for up to thirty (30)
days and, if that fails, by submitting the issue to arbitration in
accordance with the commercial arbitration rules of Conciliation and
Arbitration of the International Chamber of Commerce by three (3)
arbitrators approved in accordance with such rules. Such arbitration shall
be conducted in New York City, New York. The award of the arbitrator(s)
shall be final and binding on the parties. Judgement upon the award
rendered by the arbitration may be entered in any court having jurisdiction
thereof.
17. Entire Agreement. This Agreement (a) constitutes the entire
agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter of
this Agreement and (b) is not intended to confer upon any person other than
the parties hereto any rights or remedies.
18. Counterparts. This Agreement may be executed in any number of
duplicate counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
13
<PAGE>
19. Severability. In the event any of the provisions of this
Agreement are held to be unenforceable or invalid by any court of competent
jurisdiction, unless the unenforceability or invalidity thereof causes a
substantial departure from the underlying intent and sense of the remainder
of this Agreement, the validity and enforceability of the remaining
provisions shall not be affected thereby, except those remaining provisions
of which the unenforceable or invalidated provisions comprise an integral
part or from which they are otherwise clearly inseparable. In the event
any provision is held unenforceable or invalid, the parties shall use their
best efforts to agree upon an enforceable and valid provision which shall
be a reasonable substitute for such unenforceable or invalid provision in
light of the purpose of this Agreement and, upon so agreeing, shall
incorporate such substitute provision in this Agreement.
20. Headings. Headings of sections in this Agreement are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement.
21. Amendments. This Agreement may be modified, amended or
supplemented only by the mutual written agreement of the parties hereto.
[Remainder Of Page Intentionally Left Blank.]
14
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
DEPUY, INC.
By: _______________________________________
Name:
Title:
BOEHRINGER MANNHEIM
CORPORATION
By: _______________________________________
Name:
Title:
CORANGE LIMITED
By: _______________________________________
Name:
Title:
15
<PAGE>
EXHIBIT A
---------
DEPUY SUBSIDIARIES
Name and Registered Office/Principal Place of Business of Subsidiaries
----------------------------------------------------------------------
DePuy Orthopadie GmbH DePuy Japan Incorporated
Mellinweg 16 Noto Building
66280 Sulzbach 22-1 Shinkawa 2-Chome
Germany Chuo-ku, Tokyo 104
Japan
De Puy A.G.
Alte Steinhauserstrasse 19 DePuy Korea, Inc.
6330 Cham 12th Floor
Switzerland Yooksung Building
706-725 Yoksam-Dong
DePuy Orthopedie SA Kangnam-ku
2 rue de Bois Sauvage Seoul
91055 Evry Cedex Korea
France
DePuy Far East Pte Ltd.
DePuy Italia S.r.L. 21 Collyer Quay
Palazzo Marco Polo #14-02/03 (c/o May Oh & Wee)
Il Girasole Hong Kong Bank Building
20084 Lacchiarella Singapore 0104
Milan
Italy DePuy GmbH
Torfstecherstrasse 1
DePuy Iberica, S.A. 5111 Burmoos
Avenida Melchor Fernandez Austria
Almagro 23
28029 Madrid DePuy Olmed AB
Spain Dag Hammerskjolds vag 12
75183 Uppsala
Medical Trivest SL Sweden
Calle Museu 6
Baedalona 08915 DePuy Hungary
Barcelona Kereskedelmi Kft
Spain 1134 Budapest
Apaly vtoa 4/A
1X em 36
Hungary
<PAGE>
DePuy CZ s.r.o. DePuy Canada Ltd.
Konopistska 16 6695 Millcreek Drive
CZ-101 00 Prague 10 Unit 3
Czech Republic Mississauga, Ontario
L5N 5R8
DePuy New Zealand Canada
Limited
15 Rakino Way DePuy Orthopaedics, Inc.
Mount Wellington P.O. Box 988
Auckland, New Zealand 700 Orthopaedic Drive
Warsaw, IN 46581
Corange U.K. Holdings Ltd.
St. Anthony's Road DePuy Orthopaedic Technology, Inc.
Leeds LS11 8DT 1905 North MacArthur Drive
England Tracy, CA 95376
DePuy International Ltd. DePuy ACE Medical Company
St. Anthony's Road 2260 East El Segundo Blvd.
Leeds LS11 8DT El Segundo, CA 90245
England
DePuy DuPont Orthopedics Partnership
DePuy Joints S.A. P.O. Box 988
Uribu 663 700 Orthopaedic Drive
1027 Buenos Aires Warsaw, IN 46581
Argentina (50% owned)
DePuy Taiwan DePuy Motech, Inc.
20th Floor P.O. Box 988
510 Chungshiao East Road 700 Orthopaedic Drive
Section 5 Warsaw, IN 46581
Taipei, Taiwan (80% owned)
Republic of China
Expanded Optics, Inc.
DePuy Australia Pty Limited 7382 Bolsa Avenue
1113 Palmer Court Westminster, CA 92683
P.O. Box 476
Mount Waverly, Victoria 3149 DePuy Overseas Trading Ltd.
Australia 22 Church Street
Hamilton, HM 11, Bermuda
DePuy Mexico S.A. De C.V.
Huizaches 25
Colonia Ranchos los Colorines
Mexico D.F. 14386
Mexico
<PAGE>
EXHIBIT 10.13
REGISTRATION RIGHTS AGREEMENT
-----------------------------
This Registration Rights Agreement (the "Agreement"), is made and entered
into as of the ____ day of October 1996, by and among DePuy, Inc., a Delaware
corporation (the "Company"), Corange Limited, a company organized and existing
under the laws of Bermuda ("Corange"), Corange International Limited, a company
organized and existing under the laws of Bermuda ("CIL"), Corange International
Holdings B.V., a corporation organized and existing under the laws of the
Netherlands ("CIHBV"), and Pharminvest S.A., a company organized and existing
under the laws of Luxembourg ("Pharminvest").
WHEREAS, Corange, CIL, CIHBV and Pharminvest (collectively, the "Corange
Stockholders") are currently the owners of all of the shares of common stock,
par value $.01 per share (the "Common Stock"), of the Company; and
WHEREAS, the Company and certain of the Corange Stockholders intend to sell
Common Stock in a public offering (the "Offering"); and
WHEREAS, in consideration of certain actions by the Corange Stockholders in
connection with the Offering, the Corange Stockholders have requested that the
Company grant them the registration rights set forth below with respect to the
Registrable Securities (as defined below).
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms shall
-----------
have the following respective meanings:
The term "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, or any similar successor federal statute and the rules and
regulations thereunder, all as the same shall be in effect from time to time and
a reference to a particular section thereof shall be deemed to include a
reference to the comparable section, if any, of any such similar successor
federal statute.
The term "Holders" shall mean Corange, CIL, CIHBV, Pharminvest and
persons (other than the Company) to whom Common Stock is transferred by any of
the foregoing (such transferees hereinafter "Permitted Transferees"), and any
combination of them, and the term "Holder" shall mean any such person.
<PAGE>
The term "person" shall mean an individual, partnership, corporation,
limited liability company, trust, unincorporated organization or government or
political department or agency thereof or other entity.
The term "Registrable Securities" shall mean shares of Common Stock
(excluding any warrants or other securities convertible into Common Stock) that
the Corange Stockholders may own (whether now owned or acquired after the date
hereof). As to any Registrable Securities, such securities shall cease to be
Registrable Securities when (i) a registration statement with respect to the
sale of such securities shall have become effective under the Securities Act and
such securities shall have been disposed of pursuant to such effective
registration statement, (ii) such securities shall have been distributed
pursuant to Rule 144, Rule 144A, or any similar provision then in force, under
the Securities Act, (iii) such securities shall have been otherwise transferred,
new certificates or other evidences of ownership for them not bearing a legend
restricting further transfer and not subject to any stop transfer order or other
restrictions on transfer shall have been delivered by the Company and subsequent
disposition of such securities shall not require registration or qualification
of such securities under the Securities Act or any state securities laws then in
force or (iv) such securities shall cease to be outstanding.
The terms "register," "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and the applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.
The term "Registration Expenses" shall mean all expenses incident to
the Company's performance of or compliance with this Agreement, including
without limitation, all SEC and stock exchange or National Association of
Securities Dealers, Inc. ("NASD") registration and filing fees and expenses,
fees and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel for the underwriters in connection
with blue sky qualifications of the Registrable Securities), printing expenses,
messenger and delivery expenses, internal expenses (including without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the fees and expenses incurred in connection with
the listing of the securities to be registered on each securities exchange on
which such securities are listed, fees and disbursements of counsel for the
Company and all independent certified public accountants (including the expenses
of any annual audit or comfort letters required by or incident to such
performance and compliance), the fees and disbursements of underwriters
customarily paid by issuers or sellers of securities and fees and expenses of
other persons retained by the Company (but not including (i) fees and
disbursements of counsel for the Holders, (ii) any underwriting discounts or
selling commissions applicable to the sale of Registrable Securities
attributable to the sale of Registrable Securities by the Holders of such
Registrable Securities, (iii) in the case of a registration pursuant to Section
2 hereof, the costs and expenses of any special audit of the Company's interim
financial statements to the extent that the Company has been advised by the
managing underwriter that such special audit is necessary in connection with
such registration of Registrable Securities by
2
<PAGE>
the Holders of such Registrable Securities (a "Special Audit") and (iv) any
transfer taxes payable by the Holders of Registrable Securities in connection
with the sale of Registrable Securities).
The terms "Rule 144," "Rule 144A," and "Rule 145" shall mean Rules
144, 144A and 145 as promulgated by the SEC under the Securities Act, as such
Rules may be amended from time to time, or any similar successor rule that may
be promulgated by the SEC.
The term "Rule 415" shall mean Rule 415 as promulgated by the SEC
under the Securities Act, as such Rule may be amended from time to time, or any
similar successor rule that may be promulgated by the SEC.
The term "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute then in effect, and a reference to a
particular section thereof shall be deemed to include a reference to the
comparable section, if any, of any such similar federal statute.
The term "SEC" shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act or the
Exchange Act.
The term "Selling Expenses" shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities and fees
and disbursements of counsel for any Holder (other than the fees and
disbursements of counsel included in Registration Expenses).
2. Registration on Request.
-----------------------
(a) Request for Registration. Upon the written request of a Holder or
------------------------
a group of Holders holding Registrable Securities representing twenty-five
percent (25%) or more of the outstanding Common Stock (the "Requesting Holder"
or the "Requesting Holders") requesting that the Company effect the registration
under the Securities Act of all or part of such Holder's or Holders' Registrable
Securities and specifying the intended method of disposition thereof, the
Company will promptly give written notice of such requested registration to all
other Holders of Registrable Securities, and thereupon will, as soon as
practicable, use its best efforts to effect such registration (including,
without limitation, filing post-effective amendments, appropriate qualifications
under applicable blue sky laws or other state securities laws and appropriate
compliance under the Securities Act) of:
(i) the Registrable Securities which the Company has been so
requested to register by the Requesting Holder(s); and
(ii) all other Registrable Securities which the Company has been
requested to register by any other Holder thereof by written request given
to the Company within ten (10) days after such written notice is mailed or
delivered by the
3
<PAGE>
Company (which request shall specify the intended method of disposition of
such Registrable Securities)
all to the extent necessary to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Securities so to be
registered; provided, however, that if the Requesting Holder(s) shall have
-------- -------
requested the Company to effect a registration under this Section 2 and prior to
the effective date of the registration statement relating to such registration
such Holders shall have revoked such request pursuant to the last sentence of
this Section 2(a), then the Company shall not be obligated to file a
registration statement relating to a registration request under this Section 2
within a period of one hundred eighty (180) days after the date which is forty-
five (45) days after the date of receipt by the Company of the registration
request that was subsequently revoked. Promptly after the expiration of the ten
(10) day period referred to in subsection (ii) above, the Company will notify
all the Holders to be included in the registration of the other Holders and the
number of shares of Registrable Securities requested to be included therein.
All of the Requesting Holders acting jointly may, at any time prior to the
effective date of the registration statement relating to such registration,
revoke such request by providing a written notice to the Company revoking such
request.
The Company shall not be obligated to effect, or to take any action to
effect, any such registration pursuant to this Section 2:
(A) In any particular jurisdiction in which the Company would be
required to execute a general consent to service of process in effecting
such registration, qualification, or compliance, unless the Company is
already subject to service in such jurisdiction and except as may be
required by the Securities Act;
(B) After the Company has initiated three such registrations pursuant
to this Section 2 (counting for these purposes only registrations which
have been declared or ordered effective and pursuant to which securities
have been sold and registrations which have been withdrawn by the Holders
as to which the Holders have not elected to bear the Registration Expenses
pursuant to Section 4 hereof and would, absent such election, have been
required to bear such expenses) or after the tenth anniversary of the
completion of the Company's initial public offering of Common Stock;
(C) During the period starting with the date sixty (60) days prior to
the Company's good faith estimate of the date of filing of, and ending on a
date one hundred eighty (180) days after the effective date of, a Company-
initiated registration; provided, that the Company is actively employing
--------
in good faith all reasonable efforts to cause such registration statement
to become effective;
(D) If the Requesting Holder(s) propose to dispose of shares of
Registrable Securities which may be immediately registered on Form S-3
pursuant to a request made under Section 2(e) hereof;
4
<PAGE>
(E) If the Requesting Holder(s) do not request that such offering be
firmly underwritten by underwriters selected by the Requesting Holder(s)
(subject to the consent of the Company, which consent will not be
unreasonably withheld); or
(F) If the Company and the Requesting Holder(s) are unable to obtain
the commitment of the underwriter described in clause (E) above to firmly
underwrite the offer.
(b) Deferment. Subject to the foregoing clauses (A) through (F) of
---------
Section 2(a), the Company shall file a registration statement covering the
Registrable Securities so requested to be registered as soon as practicable
after receipt of the request or requests of the Requesting Holder(s); provided,
--------
however, that if (i) in the good faith judgment of the Board of Directors of the
- -------
Company, such registration could interfere with or otherwise adversely affect
any financing, acquisition, corporate reorganization, or other material
transaction or development involving the Company or require the Company to
disclose material non-public information which the Company has a bona fide
business purpose for preserving as confidential and the Board of Directors of
the Company concludes, as a result, that it is essential to defer the filing of
such registration statement at such time, and (ii) the Company shall furnish to
such Holders a certificate signed by the President of the Company stating that
in the good faith judgment of the Board of Directors of the Company, it is
essential to defer the filing of such registration statement, then the Company
shall have the right to defer such filing for the period during which such
filing would have the effect described in (b)(i) above, provided, that (except
--------
as provided in clause (C) above) the Company may not defer the filing for a
period of more than one hundred eighty (180) days after the receipt of the
request of the Requesting Holder(s), and, provided, further, that the Company
-------- -------
shall not defer its obligations in this manner more than once in any twelve-
month period.
The registration statement filed pursuant to the request of the Requesting
Holder(s) may, subject to the provisions of Sections 2(b) and 2(g) hereof,
include other securities of the Company with respect to which registration
rights have been granted, and may include securities of the Company being sold
for the account of the Company.
(c) Underwriting. The right of any Holder to register pursuant to
------------
Section 2 shall be conditioned upon such Holder's participation in the
underwritten offering and the inclusion of such Holder's Registrable Securities
in the underwriting (unless otherwise mutually agreed by a majority in interest
of the Requesting Holder(s) and such Holder with respect to such participation
and inclusion) to the extent provided herein. A Holder may elect to include in
such underwriting all or a part of the Registrable Securities he holds.
(d) Procedures. If the Company shall request inclusion in any
----------
registration pursuant to Section 2 of securities being sold for its own account,
or if other persons shall request inclusion in any registration pursuant to
Section 2, the Requesting Holder(s) shall, on behalf of all Holders, offer to
include such securities in the underwriting and may condition such offer on
their acceptance of the further applicable provisions of this Section 2 and
Section 5.
5
<PAGE>
The Company shall (together with all Holders and other persons proposing to
distribute their securities through such underwriting) enter into an
underwriting agreement in customary form with the representative of the
underwriter or underwriters selected for such underwriting by a majority in
interest of the Requesting Holder(s), which underwriters are reasonably
acceptable to the Company. Notwithstanding any other provision of this Section
2, if the representative of the underwriters advises the Requesting Holders in
writing that marketing factors require a limitation on the number of shares to
be underwritten, the number of shares to be included in the underwriting or
registration shall be allocated as set forth in Section 2(g) hereof. If a person
who has requested inclusion in such registration as provided above does not
agree to the terms of any such underwriting, such person shall be excluded
therefrom by written notice from the Company, the underwriter or the Requesting
Holder(s). The securities so excluded shall also be withdrawn from registration.
Any Registrable Securities or other securities excluded shall also be withdrawn
from such registration. If shares are so withdrawn from the registration and if
the number of shares to be included in such registration was previously reduced
as a result of marketing factors pursuant to this Section 2(d), then the Company
shall offer to all Holders who have retained rights to include securities in the
registration the right to include additional securities in the registration in
an aggregate amount equal to the number of shares so withdrawn, with such shares
to be allocated among such Holders requesting additional inclusion in accordance
with Section 2(g).
(e) Registration on Form S-3. (i) After its initial public offering,
------------------------
the Company shall use its best efforts to qualify for registration on Form S-3
or any comparable or successor form or forms. After the Company has qualified
for the use of Form S-3, in addition to the rights contained in the foregoing
provisions of this Agreement, the Holders of Registrable Securities shall have
the right to request registrations on Form S-3 (such requests shall be in
writing and shall state the number of shares of Registrable securities to be
disposed of and the intended methods of disposition of such shares by such
Holder or Holders), provided, however, that the Company shall not be obligated
-------- -------
to effect any such registration if (i) the Holders, together with the holders of
any other securities of the Company entitled to inclusion in such registration,
propose to sell Registrable Securities and such other securities (if any) on
Form S-3 at an aggregate price to the public of less than $1,000,000, or (ii) in
the event that the Company shall furnish the certification described in Section
2(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given
twelve-month period, after the Company has effected one (1) such registration in
any such period or (iv) it is to be effected more than five (5) years after the
Company's initial public offering.
(ii) If a request complying with the requirements of Section
2(e)(i) hereof is delivered to the Company, the provisions of Sections 2(a) and
Section 2(b) hereof shall apply to such registration. If the registration is for
an underwritten offering, the provisions of Sections 2(c) and (d) hereof shall
apply to such registration.
(iii) If a registration requested pursuant to this Section 2 which
is proposed by the Company to be effected by the filing of a registration
statement on Form S-3 (or any successor or similar short-form registration
statement) shall be in connection with any
6
<PAGE>
underwritten public offering and if the managing underwriter shall advise the
Company in writing that, in its opinion, the use of another form of registration
statement is of material importance to the success of such proposed offering,
then such registration shall be effected on such other form.
(f) Effective Registration Statement. A registration requested
--------------------------------
pursuant to this Section 2 will not be deemed to have been effected unless the
registration statement relating thereto has become effective under the
Securities Act and all or any portion of the Registrable Securities initially
requesting such registration have actually been sold thereunder; provided,
--------
however, that if, after such registration statement has become effective,
- -------
registration is interfered with by any stop order, injunction or other order or
requirement of the SEC or other governmental agency or court, such registration
will be deemed not to have been effected.
(g) Pro Rata Participation in Requested Registration. If a requested
------------------------------------------------
registration pursuant to this Section 2 involves an underwritten offering and
the managing underwriter shall advise the Company in writing that, in its
opinion, the number of securities requested to be included in such registration
(including securities of the Company which are not Registrable Securities)
exceeds the number which would have an adverse effect on such offering,
including the price at which such shares or securities can be sold, the Company
will include in such registration (i) first, all Registrable Securities
requested to be included in such registration by the Requesting Holders pursuant
to this Section 2 (provided, that if the number of such Registrable Securities
--------
exceeds the number which the Company has been advised can be sold in such
offering without having the adverse effect referred to above, the number of such
Registrable Securities included in such registration shall be allocated pro rata
among the Requesting Holders on the basis of the relative number of shares of
Registrable Securities each such Holder has requested to be included in such
registration), and (ii) second, to the extent that the Registrable Securities of
the Requesting Holders requested to be included in such registration pursuant to
this Section 2 are less than the number of securities which the Company has been
advised can be sold in such offering, without having the adverse effect referred
to above, the securities proposed to be sold by other Holders, allocated pro
rata among such other Holders on the basis of the number of shares of
Registrable Securities each such Holder has requested to be included in such
registration, and (iii) third, to the extent that the Registrable Securities of
the Requesting Holders requested to be included in such registration pursuant to
this Section 2 and the securities proposed to be sold by other Holders are less
than the number of securities which the Company has been advised can be sold in
such offering without having the adverse affect referred to above, any
securities proposed to be sold by the Company.
3. Incidental Registration.
-----------------------
(a) Right to Include Registrable Securities. If the Company at any
---------------------------------------
time proposes to register any of its securities under the Securities Act (other
than a registration on Form S-8 or any successor or similar form or a
registration relating solely to a Rule 145 transaction, or a registration on any
registration form that does not permit secondary sales and other than pursuant
to a registration under Section 2 hereof), whether or not for sale for its own
7
<PAGE>
account, it will each such time give prompt written notice to all Holders of
Registrable Securities of its intention to do so and of such Holders' rights
under this Section 3. Upon the written request of any such Holder made within
ten (10) days after the receipt of any such notice (which request shall specify
the Registrable Securities intended to be disposed of by such Holder and the
intended method of disposition thereof), the Company will use its best efforts
to effect the registration under the Securities Act of all Registrable
Securities which the Company has been so requested to register by the Holders
thereof, to the extent requisite to permit the disposition (in accordance with
such intended methods thereof) of the Registrable Securities so to be
registered; provided, that if such registration involves an underwritten
--------
offering, all Holders or Registrable Securities requesting to be included in the
Company's registration must sell their Registrable Securities to the
underwriters selected by the Company on the same terms and conditions as apply
to the Company. If a registration requested pursuant to this Section 3(a)
involves an underwritten public offering, any Holder of Registrable Securities
requesting to be included in such registration may elect, in writing prior to
the effectiveness of the registration statement filed in connection with such
registration, not to register such securities in connection with such
registration. No registration effected under this Section 3 shall relieve the
Company of its obligations to effect registration upon request under Section 2.
The Company will pay all Registration Expenses in connection with each
registration of Registrable Securities requested pursuant to this Section 3
including, for purposes of this Section 3, the costs and expenses of any Special
Audit.
(b) Priority in Incidental Registrations. Notwithstanding any other
------------------------------------
provision of this Section 3, if a registration pursuant to this Section 3
involves an underwritten offering and the representative of the underwriters
advises the Company in writing that marketing factors require a limitation on
the number of shares to be underwritten, the Company may exclude all Registrable
Securities from, or limit the number of Registrable Securities to be included
in, the registration and underwriting. The Company may limit, to the extent so
advised by the underwriters, the amount of securities to be included in the
registration by the Company's stockholders (including the Holders). The Company
shall so advise all holders of securities requesting registration, and the
number of shares of securities that are entitled to be included in the
registration and underwriting shall be (i) allocated first to the Company for
securities being sold for its own account, and thereafter (ii) shall be
allocated pro rata among all such requesting Holders on the basis of the
relative number of shares of Registrable Securities and other securities each
Holder has requested to be included in such registration, and (iii) third, the
number of Registrable Securities requested to be included in such registration
by other persons, which number, in the opinion of such underwriters, can be sold
without having the adverse effect referred to above, such amount to be allocated
pro rata among all such requesting other persons on the basis of the relative
number of shares of Registrable Securities and other securities each such other
person has requested to be included in such registration. If any person does
not agree to the terms of any such underwriting, such person shall be excluded
therefrom by written notice from the Company or the underwriter. Any
Registrable Securities or other securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration.
8
<PAGE>
If shares are so withdrawn from the registration or if the number of shares
of Registrable Securities to be included in such registration was previously
reduced as a result of marketing factors, the Company shall then offer to all
persons who have retained the right to include additional securities in the
registration in an aggregate amount equal to the number of shares so withdrawn,
with such shares to be allocated among the persons requesting additional
inclusion in accordance with Section 2(g) hereof.
4. Expenses of Registration. All Registration Expenses incurred in
------------------------
connection with any registration, qualification or compliance pursuant to
Sections 2(e) and 3 hereof, and the first three registrations pursuant to
Section 2(a) hereof shall be borne by the Company; provided, however, that if
-------- -------
the Holders bear the Registration Expenses for any registration proceeding begun
pursuant to Section 2(a) and subsequently withdrawn by the Holders registering
shares therein, such registration proceeding shall not be counted as a requested
registration pursuant to Section 2(a) hereof, except in the event that such
withdrawal is based upon material adverse information relating to the Company
that is different from the information known or available (upon request from the
Company or otherwise) to the Holders requesting registration at the time of
their request for registration under Section 2(a), in which event such
registration shall not be treated as a counted registration for purposes of
Section 2(a) hereof, even though the Holders do not bear the Registration
Expenses for such registration. All Selling Expenses relating to securities so
registered shall be borne by the holders of such securities pro rata on the
basis of the number of shares of securities so registered on their behalf.
5. Holdback Agreements. If any registration shall be in connection with
-------------------
an underwritten public offering, each Holder of Registrable Securities agrees
not to effect any public sale or distribution, including any sale pursuant to
Rule 144 or Rule 144A under the Securities Act, of any Registrable Securities,
and to use such Holder's best efforts not to effect any such public sale or
distribution of any other equity security of the Company or of any security
convertible into or exchangeable or exercisable for any equity security, of the
Company (in each case, other than as part of such underwritten public offering)
within seven (7) days before or one hundred eighty (180) days after the
effective date of such registration, and the Company hereby also so agrees and
agrees to cause other holders of any equity security, or of any security
convertible into or exchangeable or exercisable for any equity security, of the
Company purchased from the Company (at any time other than in a public offering)
to so agree.
The obligations described in this Section 5 shall not apply to a
registration relating solely to employee benefit plans on Form S-1 or Form S-8
or similar forms that may be promulgated in the future, or a registration
relating solely to a Commission Rule 145 transaction on Form S-4 or similar
forms that my be promulgated in the future. The Company may impose stop-
transfer instructions with respect to the shares (or securities) subject to the
foregoing restriction until the end of such one hundred eighty (180) day period.
9
<PAGE>
6. Registration Procedures.
-----------------------
If and whenever the Company is required to use its best efforts to
effect or cause the registration of any Registrable Securities under the
Securities Act as provided in this Agreement, the Company will, as expeditiously
as possible:
(a) prepare and file with the SEC within sixty (60) days after receipt
of a request for registration with respect to such Registrable Securities, a
registration statement on any form for which the Company then qualifies or which
counsel for the Company shall deem appropriate, subject to 2(e) hereof, as the
case may be, and which form shall be available for the sale of the registrable
Securities in accordance with the intended methods of distribution thereof, and
use its best efforts to cause such registration statement to become effective;
provided, that before filing with the SEC a registration statement or prospectus
- --------
or any amendments or supplements thereto, the Company will (i) furnish to one
counsel selected by the Holders of a majority of the Registrable Securities
covered by such registration statement copies of all such documents proposed to
be filed, which documents will be subject to the review of such counsel, and
(ii) notify each Holder of Registrable Securities covered by such registration
statement of any stop order issued or threatened by the SEC and take all
reasonable actions required to prevent the entry of such stop order or to remove
it if entered;
(b) keep such registration effective for a period of one hundred
twenty (120) days or until the Holder or Holders have completed the distribution
described in the registration statement relating thereto, whichever first
occurs; provided, however that (i) such one hundred twenty (120) day period
-------- -------
shall be extended for a period of time equal to the period the Holder refrains
from selling any securities included in such registration at the request of an
underwriter of Common Stock (or other securities) of the Company; and (ii) in
the case of any registration of Registrable Securities on Form S-3 which are
intended to be offered on a continuous or delayed basis, such one hundred twenty
(120) day period shall be extended, if necessary, to keep the registration
statement effective until all such Registrable Securities are sold, provided,
--------
that Rule 415, or any successor rule under the Securities Act, permits an
offering on a continuous or delayed basis, and provided, further, that
-------- -------
applicable rules under the Securities Act governing the obligation to file a
post-effective amendment permit, in lieu of filing a post-effective amendment
that (x) includes any prospectus required by Section 10(a)(3) of the Securities
Act or (y) reflects facts or events representing a material or fundamental
change in the information set forth in the registration statement, the
incorporation by reference of the information required to be included in (x) and
(y) above to be contained in periodic reports filed pursuant to Sections 13 or
15(d) of the Exchange Act in the registration statement;
(c) prepare and file with the SEC such amendments and supplements to
such registration statements and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement;
10
<PAGE>
(d) furnish to each Holder of such Registrable Securities covered by
such registration statement such number of copies of such registration
statement, each amendment and supplement thereto (in each case including all
exhibits thereto), the prospectus included in such registration statement
(including each preliminary prospectus), in conformity with the requirements of
the Securities Act and such other documents as such Holder may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such Holder;
(e) use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions
within the United States as any Holder of Registrable Securities covered by such
registration statement reasonably requests and do any and all other acts and
things which may be reasonably necessary or advisable to enable such Holder to
consummate the disposition in such jurisdictions of the Registrable Securities
owned by such Holder; provided, that the Company will not be required to (i)
--------
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this paragraph (e), (ii) subject itself
to taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction;
(f) immediately notify each Holder of such Registrable Securities at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing, and will promptly prepare and furnish to such
Holder a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus will
not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing;
(g) use its best efforts to cause all such Registrable Securities to
be listed on each securities exchange on which similar securities issued by the
Company are then listed, if the applicable listing requirements are satisfied;
(h) enter into such customary agreements (including an underwriting
agreement in customary form) and take all such other actions as the Holders of a
majority of the Registrable Securities being sold or the underwriters retained
by such Holders, if any, reasonably request in order to expedite or facilitate
the disposition of such Registrable Securities, including customary
indemnification;
(i) make available for inspection by any Holder of Registrable
Securities covered by such registration statement, any underwriter participating
in any disposition pursuant to such registration statement, and any attorney,
accountant or other agent retained by any such Holder or underwriter
(collectively, the "Inspectors"), all financial and other records, pertinent
corporate documents and properties of the Company (collectively, the "Records")
as shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the
11
<PAGE>
Company officers, directors and employees to supply all information reasonably
requested by any such Inspector in connection with such registration statement;
and
(j) use its best efforts to obtain a comfort letter from the Company's
independent public accountants in customary form and covering such matters of
the type customarily covered by cold comfort letters as the Holders of a
majority of the Registrable Securities being sold reasonably request.
Each Holder of Registrable Securities agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 6(f) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the registration statement covering such
Registrable Securities until such Holder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 6(f) hereof, and, if
so directed by the Company, such Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice. In the event the Company shall
give any such notice, the period mentioned in Section 6(b) hereof shall be
extended by the greater of (i) three months or (ii) the number of days during
the period from and including the date of the giving of such notice pursuant to
Section 6(f) hereof to and including the date when each Holder of Registrable
Securities covered by such registration statement shall have received the copies
of the supplemented or amended prospectus contemplated by Section 6(f) hereof.
7. Indemnification.
---------------
(a) Indemnification by the Company. The Company will, and it hereby
------------------------------
does, indemnify and hold harmless, to the full extent permitted by law, each of
the Holders of any Registrable Securities covered by such registration
statement, its directors and officers or general partners, limited partners and
managing directors thereof, each other person who participates as an underwriter
in the offering or sale of such securities and each other person, if any, who
controls such Holder or any such underwriter within the meaning of Section 15 of
the Securities Act, against any and all losses, claims, damages or liabilities,
joint or several, and expenses (including any amounts personally paid in any
settlement) to which such Holder, any such director or officer or general or
limited partner or managing director or any such underwriter or controlling
person may become subject under the Securities Act, common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) or expenses arise out of or are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained
in any registration statement under which such securities were registered under
the Securities Act, any preliminary, final or summary prospectus contained
therein, or any amendment or supplement thereto, or (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and the Company will
reimburse such Holder and each such director, officer, general partner, limited
partner, managing director or underwriter and controlling person for any legal
or any other expenses reasonably incurred by them in connection
12
<PAGE>
with investigating or defending such loss, claim, liability, action or
proceedings; provided, that the Company shall not be liable in any such case to
--------
the extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expenses arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement or amendment or supplement thereto or in any such
preliminary, final or summary prospectus in reliance upon and in conformity with
written information furnished to the Company by such Holder or underwriter for
use in the preparation thereof; and provided, further, that the Company will
-------- -------
not be liable to any such Holder or any person who participates as an
underwriter in the offering or sale of Registrable Securities or any other
person, if any, who controls such underwriter within the meaning of the
Securities Act, under the indemnity agreement in this Section 7(a) with respect
to any preliminary prospectus as amended or supplemented as the case may be, to
the extent that any such loss, claim, damage or liability of such Holder,
underwriter or controlling person results from the fact that such Holder or
underwriter sold Registrable Securities to a person to whom there was not sent
or given, at or prior to the written confirmation of such sale, a copy of the
final prospectus (including any documents incorporated by reference therein),
whichever is most recent, if the Company has previously furnished copies thereof
to such Holder or underwriter and such final prospectus, as then amended or
supplemented, has corrected any such misstatement or omission. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of such Holder or any such director, officer, general partner, limited
partner, managing director, underwriter or controlling person and shall survive
the transfer of such securities by such Holder. It is agreed that the indemnity
agreement contained in this Section 7(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent has not
been unreasonably withheld).
(b) Indemnification by the Holders. Each Holder will, if
------------------------------
Registrable Securities held by such Holder are included in the securities as to
which such registration, qualification, or compliance is being effected,
indemnify and hold harmless (in the same manner and to the same extent as set
forth in subdivision (a) of this Section 7) the Company and its controlling
persons within the meaning of Section 15 of the Securities Act and all other
prospective sellers and their respective controlling persons with respect to any
statement or alleged statement in or omission or alleged omission from such
registration statement, any preliminary, final or summary prospectus contained
therein, or any amendment or supplement, if such statement or alleged statement
or omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by such Holder for use in the
preparation of such registration statement, preliminary, final or summary
prospectus or amendment or supplement, or a document incorporated by reference
into any of the foregoing. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Company or any of
the Holders or any of their respective directors, officers and controlling
persons and shall survive the transfer of such securities by such Holder;
provided, however, that the obligations of such Holder hereunder shall not apply
- -------- -------
to amounts paid in settlement of any such claims, losses, damages, or
liabilities (or actions in respect thereof) if
13
<PAGE>
such settlement is effected without the consent of such Holder (which consent
shall not be unreasonably withheld).
(c) Notices of Claims, Etc. Each party entitled to indemnification
-----------------------
under this Section 7 (the "Indemnified Party") shall give notice to the party
required to provide indemnification (the "Indemnifying Party") promptly after
such Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought, and shall permit the Indemnifying Party to assume the defense of
such claim or any litigation resulting therefrom, provided, that counsel for the
--------
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld), and the Indemnified Party
may participate in such defense at such party's expense, and provided, further,
-------- -------
that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this Section
7, to the extent such failure is not prejudicial. No Indemnifying Party, in the
defense of any such claim or litigation, shall except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigating. Each Indemnified Party shall furnish
such information regarding itself or the claim in question as an Indemnifying
Party may reasonably request in writing and as shall be reasonably required in
connection with defense of such claim and litigation resulting therefrom.
(d) Contribution. If the indemnification provided for in this Section
------------
7 is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any loss, liability, claim, damage, or expense
referred to therein, then the Indemnifying Party, in lieu of indemnifying such
Indemnified Party hereunder, shall contribute to the amount paid or payable by
such Indemnified Party as a result of such loss, liability, claim, damage, or
expense in such proportion as is appropriate to reflect the relative fault of
the Indemnifying Party on the one hand and of the Indemnified Party on the other
in connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and of the
Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statements of a material fact or the
omission to state a material fact relates to information supplied by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.
(e) Conflicts. Notwithstanding the foregoing, to the extent that the
---------
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the underwritten public offering are in conflict with the
foregoing provisions, the provisions in the underwriting agreement shall
control.
14
<PAGE>
8. Miscellaneous.
-------------
(a) The Company shall take such measures and file such information,
documents and reports as shall be required by the SEC as a condition to the
availability of Rule 144 and Rule 144A, or any successor provisions.
(b) Each Holder of Registrable Securities shall furnish to the Company
such information regarding such Holder and the distribution proposed by such
Holder as the Company may reasonably request in writing and as shall be
reasonably required in connection with any registration, qualification, or
compliance referred to in this Agreement.
(c) The Company will not hereafter enter into any agreement with
respect to its securities which is inconsistent with the rights granted to the
Holders of Registrable Securities in this Agreement. The Company has not
previously entered into any agreement with respect to any of its debt or equity
securities granting any registration rights to any person.
(d) The Company acknowledges and agrees that in the event of any
breach of this Agreement by it, the Holders would be irreparably harmed and
could not be made whole by monetary damages. The Company accordingly agrees to
waive the defense in any action for specific performance that a remedy at law
would be adequate and that the Holders, in addition to any other remedy to which
they may be entitled at law or in equity, shall be entitled to compel specific
performance of this Agreement in any action instituted in the United States
District Court for the Southern District of New York, or, in the event said
Court would not have jurisdiction for such action, in any court of the United
States or any state thereof having subject matter jurisdiction for such action.
(e) This Agreement constitutes the entire agreement and understanding
of the parties hereto in respect of the subject matter contained herein, and
there are no restrictions, promises, representations, warranties, covenants, or
undertakings with respect to the subject matter hereof, other than those
expressly set forth or referred to herein. This Agreement supersedes all prior
agreements and understandings between the parties hereto with respect to the
subject matter hereof.
(f) Any notice, request, instruction or other document to be given
hereunder by any party hereto to another party hereto shall be in writing, shall
be delivered personally or sent by registered mail, postage prepaid, return
receipt requested, addressed (i) if to a Holder, to the address of the Holder
set forth in Appendix I hereto or, in the case of a Permitted Transferee, to
the address set forth in the written agreement executed pursuant to Section 8(i)
hereof, or to such other address as the party to whom notice is to be given may
provide in a written notice to the Company, a copy of which written notice shall
be on file with the Secretary or (ii) if to the Company, at 700 Orthopaedic
Drive, Warsaw, Indiana 46581, Attention: Steven L. Artusi, Esq., or at such
other address as the Company shall have furnished to each Holder in writing. No
notice shall be effective except upon actual delivery.
15
<PAGE>
(g) The laws of the State of New York shall govern the interpretation,
validity and performance of the terms of this Agreement, regardless of the law
that might be applied under applicable principles of conflicts of laws.
(h) The invalidity or unenforceability of any provisions of this
Agreement in any jurisdiction shall not affect the validity or enforceability of
the remainder of this Agreement in that jurisdiction or the validity or
enforceability of this Agreement, including that provision, in any other
jurisdiction.
(i) Notwithstanding anything to the contrary contained in this
Agreement, no shares of Registrable Securities or any securities of the Company
convertible into, or exercisable or exchangeable for, Registrable Securities,
may be sold, transferred or otherwise disposed of to any Permitted Transferee,
unless such Permitted Transferee, prior to such sale, transfer or other
disposition, agrees in writing to be bound by the terms of this Agreement to the
same extent and in the same manner as the transferor of such shares or
securities, a copy of which agreement shall be on file with the Secretary of the
Company.
(j) Nothing contained in this Agreement shall be deemed to be a waiver
of, or release from, any obligations any party hereto may have under, or any
restrictions on the transfer of Registrable Securities or other securities of
the Company imposed by, any other agreement.
(k) Each of the Holders agrees that substantially the following legend
shall be placed on the certificates representing any shares of Registrable
Securities acquired by it:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY
STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED
PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR
IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE
SECURITIES LAWS IS NOT REQUIRED."
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS
CONTAINED IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF ________, 1996, A
COPY OF WHICH IS ON FILE AT THE OFFICE OF THE SECRETARY OF THE COMPANY."
(l) The provisions of this Agreement shall be binding upon and accrue
to the benefit of the parties hereto and their respective heirs, successors and
assigns. Notwithstanding the foregoing, neither this Agreement nor any right,
remedy, obligation or liability arising hereunder or by reason hereof shall be
assignable by the Company or any Holder without the
16
<PAGE>
prior written consent of the Holders of twenty five percent (25%) of the
Registrable Securities; and provided, further, that a Holder may assign his
-------- --------
rights, remedies, obligations and liabilities hereunder concurrently with a
transfer of his shares of Registrable Securities to a Permitted Transferee in
accordance with Section 8(i) hereof without obtaining the prior written consent
of the Company or the Holders specified in this Section 8(l).
(m) A default by any party to the Agreement in such party's compliance
with any of the conditions or covenants hereof or performance of any of the
obligations of such party hereunder shall not constitute a default by any other
party.
(n) This Agreement may not be amended, modified or supplemented and no
waivers of or consents to departures from the provisions hereof may be given
unless consented to in writing by the Company and the Holders specified in
Section 8(l) hereof.
(o) This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original but all of which shall constitute one and
the same Agreement.
(p) In any action or proceeding brought to enforce any provision of
this Agreement, or where any provision hereof is validly asserted as a defense,
the successful party shall be entitled to recover reasonable attorneys' fees in
addition to any other available remedy.
17
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
DEPUY, INC.
By: _____________________________________________
Name:
Title:
CORANGE LIMITED
By: _____________________________________________
Name:
Title:
CORANGE INTERNATIONAL LIMITED
By: ______________________________________________
Name:
Title:
CORANGE INTERNATIONAL HOLDINGS B.V.
By: _____________________________________________
Name:
Title:
PHARMINVEST S.A.
By: _____________________________________________
Name:
Title:
18
<PAGE>
Exhibit 10.14
Pages or exhibits where confidential treatment has been requested are stamped
"Confidential portions omitted and filed separately with the Commission." The
appropriate section has been marked at the appropriate place with an "*".
SECOND LICENSE AGREEMENT
This SECOND LICENSE AGREEMENT is made and entered into effective as of
the 24th day of July 1979, by and between BIOMEDICAL ENGINEERING CORP., whose
Post Office Address is c/o R. Gale Rhodes, Jr., Esq., President, Gateway I,
Suite 2404, Newark, New Jersey 07102 (hereinafter referred to as "LICENSOR") and
DePUY DIVISION OF BIO-DYNAMICS, INC., whose Post Office Address is Post Office
Box 988, Warsaw, Indiana 46580 (hereinafter referred to as "LICENSEE").
WITNESSETH:
WHEREAS, LICENSOR and LICENSEE have entered into a LICENSE AGREEMENT
dated April 25, 1977, and amended December 9, 1977 (hereinafter referred to as
"FIRST LICENSE AGREEMENT") and desire to cancel such FIRST LICENSE AGREEMENT and
have the licenses granted under such FIRST LICENSE AGREEMENT covered by the
terms and conditions of this SECOND LICENSE AGREEMENT;
WHEREAS, LICENSOR has developed and owns all right, title and interest
in and to new and useful orthopaedic devices called "Floating Center Shoulder
Prosthesis,"
<PAGE>
"N.J. Knee," "Surface Replacement Shoulder," "Trunion Ankle" and "Sliding
Bearing Ankle"; and a "Set of Instruments" for implanting the "N.J. Knee"
(hereinafter referred to jointly as "Said Devices") and,
WHEREAS, LICENSEE is desirous of acquiring an exclusive license to
manufacture, sell and distribute Said Devices and modifications thereof.
NOW, THEREFORE, in view of the foregoing premises and the following
mutual covenants, the parties hereby agree as follows:
1. LICENSOR hereby grants LICENSEE an exclusive license to manufacture,
sell and distribute Said Devices and modifications thereof, throughout the
United States and its territories and possessions and all foreign countries of
the world, and to sub-license others to sell and distribute Said Devices
throughout the world. LICENSOR also grants to LICENSEE an exclusive license
under any and all patents owned or controlled by LICENSOR to manufacture, sell
and distribute Said Devices throughout all countries of the world.
2. LICENSEE agrees to pay LICENSOR earned royalty at the rate of *
percent (*%) of the * price of each of said Floating Center Shoulder Prosthesis,
Surface Replacement Shoulder, Trunion Ankle, and Sliding Bearing Ankle and
modifications thereof, and * percent (*%) of the * price of each of said N.J.
Knee and Set of Instruments,
* Confidential portions omitted and filed separately with the Commission.
2.
<PAGE>
and modifications thereof, made and sold by LICENSEE or by any sub-licensee of
said LICENSEE. The * price shall be the * price currently in effect at the time
royalties are paid to LICENSOR and shall be based on the current * price of
either the LICENSEE or any sub-licensee whichever is higher. Royalty payments
shall be made quarterly in accordance with paragraph 4.
3. For said consideration, LICENSOR further agrees it will
participate in advising LICENSEE of any of the following matters regarding Said
Devices:
a. Design modifications and improvements as they may become
available.
b. Clinical evaluation studies or information as it becomes
available.
c. Improvements or modifications in surgical techniques as they
become available.
d. Other assistance, collaboration and advice within the bounds
of professional ethics which would make a favorable
impression on professional acceptance.
4. LICENSEE agrees to keep true and accurate records of accounts
showing a full number of all Said Devices made and sold by it and to render
calendar quarterly statements to LICENSOR on the 30th day of each calendar month
following a calendar quarter showing the number of Said Devices sold by
* Confidential portions omitted and filed separately with the Commission.
3
<PAGE>
it during the preceding calendar quarter, and each quarterly statement shall be
accompanied by a check in full payment of the royalty due for the preceding
calendar quarter.
5. It is understood and agreed that the * price of each of Said Devices
shall be fixed by the LICENSEE and LICENSEE shall have full power and authority
to change the same from time to time by either raising or lowering the same as
it shall see fit.
6. For the purpose of payment of royalties on Said Devices, such
devices shall be considered as sold when payment for the same has been received
by the LICENSEE, either from purchaser when Said Devices have been manufactured
and sold by the LICENSEE or from a sub-licensee when such devices have been
manufactured and sold by said sub-licensee. LICENSEE agrees to follow the
normal business practice in selling to and billing purchasers, and to use due
diligence in collecting all accounts receivable. LICENSEE further agrees to use
due diligence in selecting and licensing the sub-licensees, and to require all
sub-licensees to keep proper records of their sales of Said Devices and to
permit inspection thereof by both LICENSOR and LICENSOR'S agent.
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
7. LICENSEE agrees that it will use its * and endeavors in creating a
demand for the Said Devices and to fill such demand, all as reasonable
businesslike conduct requires, and will provide reasonable advertising according
to the usual custom of LICENSEE.
8. LICENSOR shall have the right to defend its patents by bringing and
prosecuting such suits for infringement as may be necessary and prudent to
prevent unlicensed or illegal competition, and to defend any and all actions
brought against the LICENSEE for infringement or damages by reason of the
LICENSEE's sale of Said Devices. In the event LICENSOR fails to act under this
paragraph, LICENSEE shall have the option and the right to bring or defend such
actions as it may see fit.
9. In the event the LICENSEE fails to comply with any of the terms and
conditions required of it by the terms of this Agreement, and in the further
event LICENSEE fails to cure or cease said violations within thirty (30) days
after receipt of a written notice so to do, then and in that event the LICENSOR
shall have the right to cancel this Agreement, and in that event all rights of
LICENSEE hereunder shall cease.
If at any time in the opinion of the LICENSEE the * of Said Devices does
not warrant LICENSEE's continued manufacture, sale and distribution of either of
Said Devices, LICENSEE shall have the right to
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
cancel and terminate this Agreement by giving the LICENSOR written notice of
intention to cancel, which notice shall fix the date of the termination at a
time not less than sixty (60) days after receipt by LICENSOR of said notice.
10. The terms of this Agreement shall be for the life of Said Devices.
Otherwise, this Agreement may only be set aside or invalidated by mutual
agreement of the parties hereto or otherwise as set out in paragraph 9 hereof.
11. No warranties are made by either party to the other party hereto.
12. It is expressly agreed and understood that the exclusive license
granted to LICENSEE for the N.J. Knee and the Floating Center Shoulder
Prosthesis and the Surface Replacement Shoulder is expressly conditioned upon
LICENSEE paying minimum royalties to LICENSOR as follows, and in the event that
such minimum royalties are not paid, that such exclusive license shall become
non-exclusive and LICENSOR shall be free to license others:
N.J. Knee
---------
<TABLE>
<CAPTION>
After FDA Approval Minimum Royalty Per Year
- ------------------ ------------------------
<S> <C>
1st royalty year $ 15,000.00
2nd royalty year 30,000.00
3rd royalty year 50,000.00
4th royalty year 75,000.00
5th royalty year
and thereafter 100,000.00
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
6.
<PAGE>
Floating Center Shoulder Prosthesis &
Surface Replacement Shoulder
-------------------------------------
After FDA Approval $10,000.00 per royalty year
The term "royalty year" shall mean the 12 month period beginning with the first
calendar month following the month in which FDA Approval is obtained. It is
further understood and agreed by the parties that FDA Approval means approval by
FDA on all or any part of the N.J. Knee, or the Floating Center Shoulder
Prosthesis or the Surface Replacement Shoulder, for example and by way of
illustration only, upon the FDA approving the femoral condylar component and
the tibial meniscal bearing component of the N.J. Knee, there has been FDA
approval on that portion of the N.J. Knee and the minimum royalties on the N.J.
Knee would be in effect.
13. It is expressly agreed and understood that the exclusive license on
the Set of Instruments shall remain exclusive for so long as the exclusive
license granted on the N.J. Knee remains exclusive and in the event that the
license granted on the N.J. Knee becomes nonexclusive, the exclusive license
granted on the Set of Instruments shall become nonexclusive.
14. It is expressly agreed and understood that no minimum royalties are
required to maintain the exclusive license granted on the Trunion Ankle and the
Sliding
7.
<PAGE>
Bearing Ankle exclusive, however, LICENSEE agrees to pay LICENSOR advance
royalty of Ten Thousand Dollars ($10,000.00) on September 1, 1979 which shall be
deductible against future earned royalties on such devices.
15. LICENSEE agrees to pay LICENSOR advance royalty of Forty Thousand
Dollars ($40,000.00) on the N.J. Knee to be deducted against future earned
royalties on such device, such Forty Thousand Dollars ($40,000.00) to be payable
Twenty Thousand Dollars ($20,000.00) by July 31, 1979 and Twenty Thousand
Dollars ($20,000.00) by January 31, 1980.
16. The N.J. Knee licensed under this Agreement is as shown in APPENIX
I and APPENDIX I SUPPLEMENT of 2/16/77, pages 17 attached to the FIRST
AGREEMENT, the Floating Center Should Prosthesis licensed under this Agreement
is as shown in U.S. Patent No. 3,916,451, and the Surface Replacement Shoulder,
Trunion Ankle, Sliding Bearing Ankle and Set of Instruments licensed under this
Agreement are as shown in the attached APPENDICES A, pages 1-3, B, pages 1-5,
and C, page 1, and D, pages 1-21, respectively.
17. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Indiana.
18. In the event that any provisions of this Agreement shall be held
unenforceable or invalid, all other provisions
8.
<PAGE>
shall survive and be enforceable in accordance with their terms.
19. This Agreement can only be modified or amended by another agreement
in writing signed by both parties.
20. Upon execution of this Agreement by both parties, said FIRST
LICENSE AGREEMENT is hereby cancelled and terminated and LICENSOR and LICENSEE
are hereby released in full from all obligations thereunder, except that
LICENSEE expressly agrees to pay LICENSOR any and all earned royalties due to
LICENSEE under said FIRST LICENSE AGREEMENT.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
effective as of the day and year first above written.
WITNESS: BIOMEDICAL ENGINEERING CORP.
Gateway I, Suite 2404
Newark, New Jersey 07102
[SIGNATURE APPEARS HERE] By /s/ R. Gale Rhodes, Jr.
- ------------------------------------ --------------------------------------
R. Gale Rhodes, Jr., President
WITNESS: DePUY, DIVISION OF BIO-DYNAMICS, INC
Post Office Box 988
Warsaw, Indiana 46580
[SIGNATURE APPEARS HERE] By /s/ Robert J. Williams
- ------------------------------------ --------------------------------------
Robert J. Williams
President
9.
<PAGE>
APPENDIX I
*
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
APPENDIX I SUPPLEMENT
*
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
Exhibit 10.15
Pages or exhibits where confidential treatment has been requested are stamped
"Confidential portions omitted and filed separately with the Commission." The
appropriate section has been marked at the appropriate place with an "*".
AMENDMENT TO SECOND LICENSE AGREEMENT
This AMENDMENT TO SECOND LICENSE AGREEMENT is made and entered into
effective as of the 25th day of March, 1985, by and between Biomedical
Engineering Trust, successor in interest to Biomedical Engineering Corp., whose
address is c/o 153 Irvington Avenue, South Orange, New Jersey 07079 (hereinafter
referred to as LICENSOR) and DePuy, Division of Boehringer Mannheim Corporation,
successor to DePuy Division of BioDynamics, Inc., whose Post Office address is
P.O. Box 988, Warsaw, Indiana 46580 (hereinafter referred to as LICENSEE),
WITNESSETH:
----------
WHEREAS LICENSOR and LICENSEE entered into a LICENSE AGREEMENT dated April
25, 1977, and amended December 9, 1977 (hereinafter referred to as "FIRST
LICENSE AGREEMENT"), which FIRST LICENSE AGREEMENT was cancelled in favor of a
novation denominated SECOND LICENSE AGREEMENT effective as of July 24, 1979; and
WHEREAS LICENSOR and LICENSEE agree that certain aspects of the
relationships between LICENSOR and LICENSEE must be defined and clarified; and
WHEREAS LICENSOR and LICENSEE agree that the following amendments to the
SECOND LICENSE AGREEMENT will clarify the relationship between the parties as of
the date hereof;
<PAGE>
NOW, THEREFORE, in view of the foregoing premises and the following
mutual covenants, the adequacy and sufficiency of which as consideration are
hereby acknowledged, the parties hereby agree as follows:
A. Paragraph 2 of the SECOND LICENSE AGREEMENT shall be and is hereby
deleted and new Paragraph 2 shall be and hereby is substituted therefor as
follows:
2(a). LICENSEE agrees to pay LICENSOR earned royalty at the rate of *
percent (* %) of the "sales price" (as defined below) of each of said Floating
Center Shoulder Prosthesis, Surface Replacement Shoulder, Trunion Ankle, and
Sliding Bearing Ankle and modifications thereof, and * percent (* %) of the
sales price of each of said N.J. Knee or components therefor and of the sales
price for Instruments therefor. However, with respect to the sale of
porous-coated components of the N.J. Knee occurring in the United States of
America prior to January 1, 1986, earned royalties shall be discounted such as
to be earned at the rate of * percent (*%) of * (*) of the sales price of each
such porous-coated component. In no event shall the discount as to porous-coated
components for the N.J. Knee extend beyond January 1, 1986.
(b). For purposes of this Agreement, the terms "sales price" as to
sales in the * shall mean the *
however, *.
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
* , the sales price shall be the
* LICENSOR
agrees that where compensation is received neither by LICENSEE, nor a
sub-licensee, nor a distributor nor any other person from the sale or transfer
of any component or instrument, no royalties shall be paid to LICENSOR.
(c). For purposes of this Agreement, the term "sales price"
as to sales * shall mean the
*
A
*
(d). All royalty payments shall be made quarterly in accordance with
Paragraph 4 below.
B. The parties agree that with respect to sales occurring prior to the
effective date of this agreement, an accounting shall be conducted, particularly
with respect to sales outside the United States of America and sales of
instruments, to determine such royalties as may presently be due and payable to
LICENSOR calculated based upon the foregoing.
C. In the first line of Paragraph 5 of the SECOND LICENSE AGREEMENT, delete
"* price" and insert --sales price-- therefor.
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
WITNESS: BIOMEDICAL ENGINEERING TRUST
[Signature appears here] By /s/ Frederick F. Bruchel
- ------------------------------ --------------------------------------
WITNESS: BIOMEDICAL ENGINEERING TRUST
[Signature appears here] By /s/ Michael J. Pappas
- ------------------------------ --------------------------------------
WITNESS: DePUY
[Signature appears here] By /s/ James A. Lent
- ------------------------------ --------------------------------------
<PAGE>
Exhibit 10.16
Pages or exhibits where confidential treatment has been requested are
stamped "Confidential portions omitted and filed separately with the
Commission." The appropriate section has been marked at the appropriate place
with an "*".
COLUMBIA/HCA HEALTHCARE CORPORATION
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT ("Agreement") made and entered into this 1st day of
June, 1995 by and between COLUMBIA/HCA HEALTHCARE CORPORATION, a Delaware
corporation, having its principal place of business at One Park Plaza,
Nashville, TN 37203 (hereinafter called "Columbia/HCA), and DEPUY INC. having
its or his principal place of business at 700 ORTHOPAEDIC DR., (hereinafter
called "Seller").
WITNESSETH:
Upon receipt of an executed Order to Purchase (in form attached as Exhibit
B hereto), Seller agrees to sell and deliver to Buyer and Buyer agrees to
purchase from Seller, the following described products at the prices set forth
herein, subject to an in accordance with the terms and conditions, covenants and
agreements of the Standard Terms and Provisions attached hereto as Exhibit D and
incorporated herein by reference and the Endorsements, if any, attached hereto
and expressly made part hereof at the time of execution of this Agreement, and
subject to the terms regarding quantity contained in such Order to Purchase. As
used in this Agreement, the term "Buyer" shall include Columbia/HCA Healthcare
Corporation and the owned, managed and/or controlled entities which are listed
in Exhibit C.
1. PRODUCTS AND PRICE
Products and Pricing: More specifically described in the attached
Exhibit A.
F.O.B.: Affiliated Facility. No Freight Minimums.
Payment Terms:
<PAGE>
2. TERM
The term of this Agreement shall be for a period commencing on
the 1st day of June, 1995 and expiring on the 31st day of May
1995. Terms and conditions for this Agreement are firm for this
period, unless otherwise specifically provided herein.
3. ENDORSEMENTS
Attached hereto and incorporated herein are Endorsements
numbered 1, 2, 3.
4. CANCELLATION
Either party to this Agreement may cancel with or without cause
with sixty (60) days prior notice to the other party.
IN WITNESS WHEREOF, the parties hereto have set their hands to this
Agreement the day and date first above written.
"Columbia/HCA"
WITNESS: COLUMBIA/HCA HEALTHCARE CORPORATION
By: /s/ James C. Olsen
- ------------------- -----------------------------------------------
Name: James C. Olsen
---------------------------------------------
Title: Vice President, Materials Management System
--------------------------------------------
Date: 6/7/95
-----------------------------------
"Seller"
WITNESS: COMPANY'S NAME: DePuy, Inc.
------------------------------------
By: /s/ William P. McIlhargey
- ------------------- -----------------------------------------------
Name: William P. McIlhargey
-----------------------------------
Title: Director of Sales and Contract Services
--------------------------------------------
Date: 6-13-95
-----------------------------------
<PAGE>
Exhibit A
________________________________________________________________________________
CONFIDENTIAL
PRICE LIST
Prepared For:
COLUMBIA/HCA HEALTHCARE CORPORATION
IMPLANTS
*
Agreement Effective: June 1, 1995 through May 31, 1998
Pricing Valid: June 1, 1995 through May 31, 1997
* Confidential portions omitted and filed separately with the Commission.
_______________________________________________________________________________
<PAGE>
________________________________________________________________________________
ORDERING INFORMATION/RETURN GOODS POLICY
____________________________________________________________________
DePuy Inc. orders may be placed by:
. Contacting your local DePuy Inc. representative (24 Hour Coverage)
. Calling the DePuy Main Office (800) 366-8143 toll free
. Using FAX Number (800) 669-2530
. Mailing Orders to: DePuy
PO Box 983
Warsaw, In 46581-0988
TERMS
Net 30 Days
REMITTANCE ADDRESS
DePuy
PO Box 506
Warsaw, In 46581-0506
FREIGHT
All products contained in this price list are F.O.B. destination for U.P.S.
Ground, Parcel Post and Regular Motor Freight. Special handling (i.e.
Federal Express, U.P.S. Blue, etc.) will be prepaid and added to the
invoice.
RETURN GOODS POLICY
If you find it necessary to return product, for whatever reason, please
contact your local DePuy representative for instructions or call DePuy
Customer Service toll free, (800) 366-8143, or use DePuy FAX Number toll
free, (800) 669-2530. All returns are subject to the following:
1. To expedite the return process, please contact your DePuy sales
representative or DePuy Customer Service.
2. When returning items, please include the date of purchase and invoice
number on the packing list, and provide a written reason for the
return.
3. A minimum of a 15% up to a maximum of $100 handling charge may be
assessed for all contracted items returned. Sterile packaged items may
be returned for credit only if returned in the original unopened
package.
4. Special or altered items cannot be returned for credit.
5. Product can only be returned for credit within 90 days of the invoice
date.
6. Please notify your DePuy representative or DePuy Customer Service to
receive credit for products which have either not been received or are
damaged upon receipt within 30 days of the invoice date.
________________________________________________________________________________
<PAGE>
________________________________________________________________________________
COLUMBIA/HCA
----------------------------------------------------------------------
----------------------------------------------------------------------
DEPUTY INC.
----------------------------------------------------------------------
January 1996
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
-----------------------------------------------------------------
<S> <C> <C>
101101000 TITANIUM ROOF PILE SCREW 20 EA *
-----------------------------------------------------------------
101102000 TITANIUM ROOF PILE SCREW 25 EA *
-----------------------------------------------------------------
101103000 TITANIUM ROOF PILE SCREW 30 EA *
-----------------------------------------------------------------
101104000 TITANIUM ROOF PILE SCREW 35 EA *
-----------------------------------------------------------------
101105000 TITANIUM ROOF PILE SCREW 40 EA *
-----------------------------------------------------------------
101106000 TITANIUM ROOF PILE SCREW 45 EA *
-----------------------------------------------------------------
101107000 TITANIUM ROOF PILE SCREW 50 EA *
-----------------------------------------------------------------
101108000 TITANIUM ROOF PILE SCREW 55 EA *
-----------------------------------------------------------------
101109000 TITANIUM ROOF PILE SCREW 60 EA *
-----------------------------------------------------------------
101169000 TITANIUM ROOF RING 54 EA *
-----------------------------------------------------------------
101170000 TITANIUM ROOF RING 58 EA *
-----------------------------------------------------------------
101467000 TOTAL HIP BALL 32MM +0 EA *
-----------------------------------------------------------------
101468000 TOTAL HIP BALL 32MM +5 EA *
-----------------------------------------------------------------
101470000 TOTAL HIP BALL 32MM +11 EA *
-----------------------------------------------------------------
101471000 TOTAL HIP BALL 32MM +15 EA *
-----------------------------------------------------------------
101472000 TOTAL HIP BALL 32MM +18 EA *
-----------------------------------------------------------------
101476000 TOTAL HIP BALL CERAMIC 28 +3 EA *
-----------------------------------------------------------------
101477000 TOTAL HIP BALL CERAMIC 32 +1 EA *
-----------------------------------------------------------------
101478000 TOTAL HIP BALL CERAMIC 32 +5 EA *
-----------------------------------------------------------------
101479000 TOTAL HIP BALL CERAMIC 32 +9 EA *
-----------------------------------------------------------------
101811000 TOTAL HIP BALL 28MM +0 EA *
-----------------------------------------------------------------
101812000 TOTAL HIP BALL 28MM +3 EA *
-----------------------------------------------------------------
101813000 TOTAL HIP BALL 28MM +5 EA *
-----------------------------------------------------------------
101814000 TOTAL HIP BALL 28MM +8 EA *
-----------------------------------------------------------------
101871000 TOTAL HIP BALL 28MM +11 EA *
-----------------------------------------------------------------
101875000 TOTAL HIP BALL 28MM +15 EA *
-----------------------------------------------------------------
102021500 ULTIMATE-C HIP 110MM SIZE 1 EA *
-----------------------------------------------------------------
102022500 ULTIMATE-C HIP 110MM SIZE 2 EA *
-----------------------------------------------------------------
102023500 ULTIMATE-C HIP 110MM SIZE 3 EA *
-----------------------------------------------------------------
102024500 ULTIMATE-C HIP 110MM SIZE 4 EA *
-----------------------------------------------------------------
102025500 ULTIMATE-C HIP 110MM SIZE 5 EA *
-----------------------------------------------------------------
102044000 FOCUS PLUS CLIP 44MM X 32MM ID EA *
-----------------------------------------------------------------
102046000 FOCUS PLUS CLIP 46MM X 32MM ID EA *
-----------------------------------------------------------------
102048000 FOCUS PLUS CUP 48MM X 32MM ID EA *
-----------------------------------------------------------------
102050000 FOCUS PLUS CUP 50MM X 32MM ID EA *
-----------------------------------------------------------------
102052000 FOCUS PLUS CUP 52MM X 32MM ID EA *
-----------------------------------------------------------------
102054000 FOCUS PLUS CUP 54MM X 32MM ID EA *
-----------------------------------------------------------------
102056000 FOCUS PLUS CUP 56MM X 32MM ID EA *
-----------------------------------------------------------------
102058000 FOCUS PLUS CUP 58MM X 32MM ID EA *
-----------------------------------------------------------------
102064000 FOCUS PLUS CUP 44MM X 28MM ID EA *
-----------------------------------------------------------------
102066000 FOCUS PLUS CUP 46MM X 28MM ID EA *
-----------------------------------------------------------------
102068000 FOCUS PLUS CUP 48MM X 28MM ID EA *
-----------------------------------------------------------------
102070000 FOCUS PLUS CUP 50MM X 28MM ID EA *
-----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission
Page 1
<PAGE>
________________________________________________________________________________
-------------------------------------------------------------
COLUMBIA/HCA
-------------------------------------------------------------
-------------------------------------------------------------
DEPUY INC.
-------------------------------------------------------------
January 1996
-------------------------------------------------------------
-------------------------------------------------------------
-------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
-------------------------------------------------------------
<S> <C> <C> <C>
102072000 FOCUS PLUS CUP 52MM X 28MM ID EA *
-------------------------------------------------------------
102074000 FOCUS PLUS CUP 54MM X 28MM ID EA *
-------------------------------------------------------------
102076000 FOCUS PLUS CUP 56MM X 28MM ID EA *
-------------------------------------------------------------
102078000 FOCUS PLUS CUP 58MM X 28MM ID EA *
-------------------------------------------------------------
103539000 SELF CENT HIP 39X28 RUST EA *
-------------------------------------------------------------
103540000 SELF CENT HIP 40X28 RUST EA *
-------------------------------------------------------------
103541000 SELF CENT HIP 41X28 RUST EA *
-------------------------------------------------------------
103542000 SELF CENT HIP 42X28 RUST EA *
-------------------------------------------------------------
103543000 SELF CENT HIP 43X28 GRY EA *
-------------------------------------------------------------
103544000 SELF CENT HIP 44X28 GRY EA *
-------------------------------------------------------------
103545000 SELF CENT HIP 45X28 GRY EA *
-------------------------------------------------------------
103546000 SELF CENT HIP 46X28 BRN EA *
-------------------------------------------------------------
103547000 SELF CENT HIP 47X28 BRN EA *
-------------------------------------------------------------
103548000 SELF CENT HIP 48X28 BRN EA *
-------------------------------------------------------------
103549000 SELF CENT HIP 49X28 BRN EA *
-------------------------------------------------------------
103550000 SELF CENT HIP 50X28 BRN EA *
-------------------------------------------------------------
103551000 SELF CENT HIP 51X28 BRN EA *
-------------------------------------------------------------
103552000 SELF CENT HIP 52X28 BLU EA *
-------------------------------------------------------------
103553000 SELF CENT HIP 53X28 BLU EA *
-------------------------------------------------------------
103554000 SELF CENT HIP 54X28 BLU EA *
-------------------------------------------------------------
103555000 SELF CENT HIP 55X28 BLU EA *
-------------------------------------------------------------
103556000 SELF CENT HIP 56X28 BLU EA *
-------------------------------------------------------------
103557000 SELF CENT HIP 57X28 BLU EA *
-------------------------------------------------------------
103559000 SELF CENT HIP 59X28 GRN EA *
-------------------------------------------------------------
103561000 SELF CENT HIP 61X28 GRN EA *
-------------------------------------------------------------
103563000 SELF CENT HIP 63X28 GRN EA *
-------------------------------------------------------------
103565000 SELF CENT HIP 65X28 GRN EA *
-------------------------------------------------------------
103643000 SELF CENT HIP 43X32 GRY EA *
-------------------------------------------------------------
103644000 SELF CENT HIP 44X32 GRY EA *
-------------------------------------------------------------
103645000 SELF CENT HIP 45X32 GRY EA *
-------------------------------------------------------------
103646000 SELF CENT HIP 46X32 BRN EA *
-------------------------------------------------------------
103647000 SELF CENT HIP 47X32 BRN EA *
-------------------------------------------------------------
103648000 SELF CENT HIP 48X32 BRN EA *
-------------------------------------------------------------
103649000 SELF CENT HIP 49X32 BRN EA *
-------------------------------------------------------------
103650000 SELF CENT HIP 50X32 BRN EA *
-------------------------------------------------------------
103851000 SELF CENT HIP 51X32 BRN EA *
-------------------------------------------------------------
103652000 SELF CENT HIP 52X32 BLU EA *
-------------------------------------------------------------
103653000 SELF CENT HIP 53X32 BLU EA *
-------------------------------------------------------------
103654000 SELF CENT HIP 54X32 BLU EA *
-------------------------------------------------------------
103655000 SELF CENT HIP 55X32 BLU EA *
-------------------------------------------------------------
103656000 SELF CENT HIP 56X32 BLU EA *
-------------------------------------------------------------
103657000 SELF CENT HIP 57X32 BLU EA *
-------------------------------------------------------------
103659000 SELF CENT HIP 59X32 GRN EA *
-------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the commission.
Page 2
________________________________________________________________________________
<PAGE>
_____________________________________________________________________________
------------------------------------------------------------
COLUMBIA/HCA
------------------------------------------------------------
------------------------------------------------------------
DEPUY INC.
------------------------------------------------------------
January 1996
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
------------------------------------------------------------
<S> <C> <C> <C>
NUMBER LONG DESCRIPTION PUOM PRICE
------------------------------------------------------------
117330000 TI LOW PROFILE SCREW 30MM EA *
------------------------------------------------------------
117335000 TI LOW PROFILE SCREW 35MM EA *
------------------------------------------------------------
117340000 TI LOW PROFILE SCREW 40MM EA *
------------------------------------------------------------
117345000 TI LOW PROFILE SCREW 45MM EA *
------------------------------------------------------------
117350000 TI LOW PROFILE SCREW 50MM EA *
------------------------------------------------------------
117355000 TI LOW PROFILE SCREW 55MM EA *
------------------------------------------------------------
117360000 TI LOW PROFILE SCREW 60MM EA *
------------------------------------------------------------
117365000 TI LOW PROFILE SCREW 65MM EA *
------------------------------------------------------------
117820000 LCS MENIS BEARING STD/1OMM PK *
------------------------------------------------------------
117821000 LCS MENIS BEARING STD/12.5MM PK *
------------------------------------------------------------
117822000 LCS MENIS BEARING STD/15MM PK *
------------------------------------------------------------
117823000 LCS MENIS BEARING STD/17.5MM PK *
------------------------------------------------------------
117824000 LCS MENIS BEARING STD+/10MM PK *
------------------------------------------------------------
117825000 LCS MENIS BEARING STD+/12.5MM PK *
------------------------------------------------------------
117826000 LCS MENIS BEARING STD+/15MM PK *
------------------------------------------------------------
117827000 LCS MENIS BEARING STD+17.5MM PK *
------------------------------------------------------------
117828000 LCS MENIS BEARING LG/10MM PK *
------------------------------------------------------------
117829000 LCS MENIS BEARING LG/12.5MM PK *
------------------------------------------------------------
117830000 LCS MENIS BEARING LG/15MM PK *
------------------------------------------------------------
117831000 LCS MENIS BEARING LG/17.5MM PK *
------------------------------------------------------------
117832000 LCS MENIS BEARING LG+/10MM PK *
------------------------------------------------------------
117833000 LCS MENIS BEARING LG+/12.5MM PK *
------------------------------------------------------------
117834000 LCS MENIS BEARING LG+/15MM PK *
------------------------------------------------------------
117835000 LCS MENIS BEARING LG+/17.5MM PK *
------------------------------------------------------------
117846000 LCS ROT PLAT BRNG STD/10MM EA *
------------------------------------------------------------
117847000 LCS ROT PLAT BRNG STD/12.5MM EA *
------------------------------------------------------------
117848000 LCS ROT PLAT BRNG STD/15MM EA *
------------------------------------------------------------
117849000 LCS ROT PLAT BRNG STD/17.5MM EA *
------------------------------------------------------------
117850000 LCS ROT PLAT BRNG STD/20MM EA *
------------------------------------------------------------
117851000 LCS ROT PLAT BRNG STD+/10MM EA *
------------------------------------------------------------
117852000 LCS ROT PLAT BRNG STD+/12.5MM EA *
------------------------------------------------------------
117853000 LCS ROT PLAT BRNG STD+/15MM EA *
------------------------------------------------------------
117854000 LCS ROT PLAT BRNG STD+/17.5MM EA *
------------------------------------------------------------
117855000 LCS ROT PLAT BRNG STD+/20MM EA *
------------------------------------------------------------
117856000 LCS ROT PLAT BRNG LG/10MM EA *
------------------------------------------------------------
117857000 LCS ROT PLAT BRNG LG/12.5MM EA *
------------------------------------------------------------
117858000 LCS ROT PLAT BRNG LG/15MM EA *
------------------------------------------------------------
117859000 LCS ROT PLAT BRNG LG/17.5MM EA *
------------------------------------------------------------
117860000 LCS ROT PLAT BRNG LG/20MM EA *
------------------------------------------------------------
117861000 LCS ROT PLAT BRNG LG+/10MM EA *
------------------------------------------------------------
117862000 LCS ROT PLAT BRNG LG+/12.5MM EA *
------------------------------------------------------------
117863000 LCS ROT PLAT BRNG LG+/15MM EA *
------------------------------------------------------------
117864000 LCS ROT PLAT BRNG LG+/17.5MM EA *
------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the commission.
Page 5
_____________________________________________________________________________
<PAGE>
________________________________________________________________________________
-----------------------------------------------------------------
COLUMBIA/HCA
-----------------------------------------------------------------
-----------------------------------------------------------------
DEPUY INC.
-----------------------------------------------------------------
January 1996
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-----------------------------------------------------------------
<S> <C> <C> <C>
NUMBER LONG DESCRIPTION PUOM PRICE
-----------------------------------------------------------------
117865000 LCS ROT PLAT BRNG LG+/20MM EA *
-----------------------------------------------------------------
117903000 LCS FEM 65MM STD RT EA *
-----------------------------------------------------------------
117904000 LCS FEM 65MM STD LT EA *
-----------------------------------------------------------------
117905000 LCS FEM 70MM STD+ RT EA *
-----------------------------------------------------------------
117906000 LCS FEM 70MM STD+ LT EA *
-----------------------------------------------------------------
117907000 LCS FEM 75MM LG RT EA *
-----------------------------------------------------------------
117908000 LCS FEM 75MM LG LT EA *
-----------------------------------------------------------------
117909000 LCS FEM 80MM LG+ RT EA *
-----------------------------------------------------------------
117910000 LCS FEM 80MM LG+ LT EA *
-----------------------------------------------------------------
117912000 LCS CRU RETEN TIB 65MM STD EA *
-----------------------------------------------------------------
117913000 LCS CRU RETEN TIB 70MM STD+ EA *
-----------------------------------------------------------------
117914000 LCS CRU RETEN TIB 75MM LG EA *
-----------------------------------------------------------------
117915000 LCS CRU RETEN TIB 80MM LG+ EA *
-----------------------------------------------------------------
117916000 LCS POST CRU RET TIB 65MM STD EA *
-----------------------------------------------------------------
117917000 LCS POST CRU RET TIB 70MM STD+ EA *
-----------------------------------------------------------------
117918000 LCS POST CRU RET TIB 75MM LG EA *
-----------------------------------------------------------------
117919000 LCS POST CRU RET TIB 80MM LG+ EA *
-----------------------------------------------------------------
117924000 LCS FEM SM RT EA *
-----------------------------------------------------------------
117925000 LCS FEM SM LT EA *
-----------------------------------------------------------------
117926000 LCS FEM SM+ RT EA *
-----------------------------------------------------------------
117927000 LCS FEM SM+ LT EA *
-----------------------------------------------------------------
117928000 LCS POST CRU RET TIB SM + EA *
-----------------------------------------------------------------
117936000 LCS ROT PLAT TIB SM+ EA *
-----------------------------------------------------------------
117937000 LCS ROT PLAT TIB 65MM STD EA *
-----------------------------------------------------------------
117938000 LCS ROT PLAT TIB 70MM STD+ EA *
-----------------------------------------------------------------
117939000 LCS ROT PLAT TIB 75MM LG EA *
-----------------------------------------------------------------
117940000 LCS ROT PLAT TIB 80MM LG+ EA *
-----------------------------------------------------------------
117951000 LCS POST CRU RET TIB 86MM LG++ EA *
-----------------------------------------------------------------
117953000 LCS ROT PLAT TIB 86MM LG++ EA *
-----------------------------------------------------------------
117965000 LCS ROT PATELLA SM EA *
-----------------------------------------------------------------
117966000 LCS ROT PATELLA SM+ EA *
-----------------------------------------------------------------
117967000 LCS ROT PATELLA STD EA *
-----------------------------------------------------------------
117968000 LCS ROT PATELLA STD+ EA *
-----------------------------------------------------------------
117969000 LCS ROT PATELLA LG EA *
-----------------------------------------------------------------
117970000 LCS ROT PATELLA LG+ EA *
-----------------------------------------------------------------
117971000 LCS UNI-COMPART FEM STD RT EA *
-----------------------------------------------------------------
117972000 LCS UNI-COMPART FEM STD LT EA *
-----------------------------------------------------------------
117975000 LCS UNI-COMPART FEM LG RT EA *
-----------------------------------------------------------------
117976000 LCS UNI-COMPART FEM LG LT EA *
-----------------------------------------------------------------
117977000 LCS UNI-COMPART TIB STD EA *
-----------------------------------------------------------------
117979000 LCS UNI-COMPART TIB LG EA *
-----------------------------------------------------------------
117981000 LCS REV FEM 70MM STD+ LT EA *
-----------------------------------------------------------------
117983000 LCS REV FEM 70MM STD+ RT EA *
-----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
Page 6
________________________________________________________________________________
<PAGE>
________________________________________________________________________________
-----------------------------------------------------------------
COLUMBIA/HCA
-----------------------------------------------------------------
-----------------------------------------------------------------
DEPUY INC.
-----------------------------------------------------------------
January 1996
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
<S> <C> <C> <C>
-----------------------------------------------------------------
117984000 LCS REV FEM 80MM LG+ RT EA *
-----------------------------------------------------------------
117985000 LCS REV FEM 65MM STD LT EA *
-----------------------------------------------------------------
117986000 LCS REV FEM 65MM STD RT EA *
-----------------------------------------------------------------
117987000 LCS REV FEM 80MM LG+ LT EA *
-----------------------------------------------------------------
117988000 LCS REV FEM 75MM LG LT EA *
-----------------------------------------------------------------
117989000 LCS REV FEM 75MM LG RT EA *
-----------------------------------------------------------------
117991000 LCS REV TIB 65MM STD/5MM THK EA *
-----------------------------------------------------------------
117993000 LCS REV TIB 75MM LG/5MM THK EA *
-----------------------------------------------------------------
117994000 LCS REV TIB 75MM LG/15MM THK EA *
-----------------------------------------------------------------
117995000 LCS REV TIB 70MM STD+/5MM THK EA *
-----------------------------------------------------------------
117996000 LCS REV TIB 65MM STD/15MM THK EA *
-----------------------------------------------------------------
117997000 LCS REV TIB 70MM STD+/15MM THK EA *
-----------------------------------------------------------------
117998000 LCS REV TIB 80MM LG+/5MM THK EA *
-----------------------------------------------------------------
117999000 LCS REV TIB 80MM LG+/15MM THK EA *
-----------------------------------------------------------------
118003000 LCS TEX FEM STD RT EA *
-----------------------------------------------------------------
118004000 LCS TEX FEM STD LT EA *
-----------------------------------------------------------------
118005000 LCS TEX FEM STD+ RT EA *
-----------------------------------------------------------------
118006000 LCS TEX FEM STD+ LT EA *
-----------------------------------------------------------------
118007000 LCS TEX FEM LG RT EA *
-----------------------------------------------------------------
118008000 LCS TEX FEM LG LT EA *
-----------------------------------------------------------------
118009000 LCS TEX FEM LG+ RT EA *
-----------------------------------------------------------------
118010000 LCS TEX FEM LG+ LT EA *
-----------------------------------------------------------------
118011000 LCS TEX PCR TIB PLAT LG++ EA *
-----------------------------------------------------------------
118012000 LCS TEX RP TIB PLAT LG++ EA *
-----------------------------------------------------------------
118014000 LCS TEX PAT STD EA *
-----------------------------------------------------------------
118015000 LCS TEX PAT STD+ EA *
-----------------------------------------------------------------
118016000 LCS TEX PAT LG EA *
-----------------------------------------------------------------
118017000 LCS TEX PAT LG+ EA *
-----------------------------------------------------------------
118026000 LCS TEX PCR TIB PLAT STD EA *
-----------------------------------------------------------------
118027000 LCS TEX PCR TIB PLAT STD+ EA *
-----------------------------------------------------------------
118028000 LCS TEX PCR TIB PLAT LG EA *
-----------------------------------------------------------------
118029000 LCS TEX PCR TIB PLAT LG+ EA *
-----------------------------------------------------------------
118032000 LCS TEX ROT PLAT TIB PLAT STD EA *
-----------------------------------------------------------------
118033000 LCS TEX ROT PLAT TIB PLAT STD+ EA *
-----------------------------------------------------------------
118034000 LCS TEX ROT PLAT TIB PLAT LG EA *
-----------------------------------------------------------------
118035000 LCS TEX ROT PLAT TIB PLAT LG+ EA *
-----------------------------------------------------------------
118144000 PATELLA PROS STD EA *
-----------------------------------------------------------------
118811000 SYNATOMIC VF TIB INSERT SM 8 EA *
-----------------------------------------------------------------
118812000 SYNATOMIC VF TIB INSERT SM 12 EA *
-----------------------------------------------------------------
118813000 SYNATOMIC VF TIB INSERT SM 16 EA *
-----------------------------------------------------------------
118814000 SYNATOMIC VF TIB INSERT SM 20 EA *
-----------------------------------------------------------------
118816000 SYNATOMIC VF TIB INSERT MD 8 EA *
-----------------------------------------------------------------
118817000 SYNATOMIC VF TIB INSERT MD 12 EA *
-----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
Page 7
________________________________________________________________________________
<PAGE>
________________________________________________________________________________
-----------------------------------------------------------------
COLUMBIA/HCA
-----------------------------------------------------------------
-----------------------------------------------------------------
DEPUY INC.
-----------------------------------------------------------------
January 1996
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
<S> <C> <C> <C>
-----------------------------------------------------------------
118818000 SYNATOMIC VF TIB INSERT MD 16 EA *
-----------------------------------------------------------------
118819000 SYNATOMIC VF TIB INSERT MD 20 EA *
-----------------------------------------------------------------
118821000 SYNATOMIC VF TIB INSERT LG 8 EA *
-----------------------------------------------------------------
118822000 SYNATOMIC VF TIB INSERT LG 12 EA *
-----------------------------------------------------------------
118823000 SYNATOMIC VF TIB INSERT LG 16 EA *
-----------------------------------------------------------------
118823025 SYNATOMIC VF TIB INSERT LG 16 EA *
-----------------------------------------------------------------
118824000 SYNATOMIC VF TIB INSERT LG 20 EA *
-----------------------------------------------------------------
118825000 SYNATOMIC VF TIB INSERT SM 10 EA *
-----------------------------------------------------------------
118826000 SYNATOMIC VF TIB INSERT MD 10 EA *
-----------------------------------------------------------------
118826025 SYNATOMIC VF TIB INSERT MD 10 EA *
-----------------------------------------------------------------
118827000 SYNATOMIC VF TIB INSERT LG 10 EA *
-----------------------------------------------------------------
118830000 SYNATOMIC VF TIB CLIP EA *
-----------------------------------------------------------------
118832000 SYNATOMIC VF TIB PIN EA *
-----------------------------------------------------------------
118833000 SYNATOMIC VF TIB INSERT XL 8 EA *
-----------------------------------------------------------------
118834000 SYNATOMIC VF TIB INSERT XL 10 EA *
-----------------------------------------------------------------
118835000 SYNATOMIC VF TIB INSERT XL 12 EA *
-----------------------------------------------------------------
118836000 SYNATOMIC VF TIB INSERT XL 16 EA *
-----------------------------------------------------------------
118837000 SYNATOMIC VF TIB INSERT XL 20 EA *
-----------------------------------------------------------------
118871000 SYNATOMIC REV TIB PLAT SM EA *
-----------------------------------------------------------------
118873000 SYNATOMIC REV TIB PLAT MD EA *
-----------------------------------------------------------------
118875000 SYNATOMIC REV TIB PLAT LG EA *
-----------------------------------------------------------------
118877000 SYNATOMIC REV TIB PLAT XLG EA *
-----------------------------------------------------------------
118965000 SYNATOMIC DOME PATELLA 34MM EA *
-----------------------------------------------------------------
122344000 ENDURANCE ALL POLY CUP 44MM EA *
-----------------------------------------------------------------
122346000 ENDURANCE ALL POLY CUP 46MM EA *
-----------------------------------------------------------------
122348000 ENDURANCE ALL POLY CUP 48MM EA *
-----------------------------------------------------------------
122350000 ENDURANCE ALL POLY CUP 50MM EA *
-----------------------------------------------------------------
122352000 ENDURANCE ALL POLY CUP 52MM EA *
-----------------------------------------------------------------
122354000 ENDURANCE ALL POLY CUP 54MM EA *
-----------------------------------------------------------------
122356000 ENDURANCE ALL POLY CUP 56MM EA *
-----------------------------------------------------------------
122358000 ENDURANCE ALL POLY CUP 58MM EA *
-----------------------------------------------------------------
122360000 ENDURANCE ALL POLY CUP 60MM EA *
-----------------------------------------------------------------
123614025 HYLAMER NEUT 54OD X 22.225 EA *
-----------------------------------------------------------------
123946000 ENDURON 1OD 46OD X 22.225 EA *
-----------------------------------------------------------------
123948000 ENDURON 1OD 46OD X 22.225 EA *
-----------------------------------------------------------------
123948025 ENDURON 1OD 48OD X 22.225 EA *
-----------------------------------------------------------------
123950000 ENDURON 1OD 46OD X 22.225 EA *
-----------------------------------------------------------------
123950025 ENDURON 1OD 50OD X 22.225 EA *
-----------------------------------------------------------------
123952000 ENDURON 1OD 52OD X 22.225 EA *
-----------------------------------------------------------------
123952025 ENDURON 1OD 52OD X 22.225 EA *
-----------------------------------------------------------------
123954000 ENDURON 1OD 54OD X 22.225 EA *
-----------------------------------------------------------------
123954025 ENDURON 1OD 54OD X 22.225 EA *
-----------------------------------------------------------------
123956000 ENDURON 10D 56 OR 68ODX22.225 EA *
-----------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
Page 8
________________________________________________________________________________
<PAGE>
________________________________________________________________________________
------------------------------------------------------------------
COLUMBIA/HCA
------------------------------------------------------------------
------------------------------------------------------------------
DEPUY INC.
------------------------------------------------------------------
January 1996
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
------------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
------------------------------------------------------------------
<S> <C> <C> <C>
123956025 ENDURON 10D 56 OR 68ODX22 225 EA *
------------------------------------------------------------------
123958000 ENDURON 10D 58 OR 70ODX22 225 EA *
------------------------------------------------------------------
123958025 ENDURON 10D 58 OR 70ODX22 225 EA *
------------------------------------------------------------------
123960000 ENDURON 10D 60 OR 72ODX22 225 EA *
------------------------------------------------------------------
123960025 ENDURON 10D 60 OR 72ODX22 225 EA *
------------------------------------------------------------------
123962000 ENDURON 10D 62 OR 74ODX22 225 EA *
------------------------------------------------------------------
123962025 ENDURON 10D 62 OR 74ODX22 225 EA *
------------------------------------------------------------------
129640000 ENDURON 10D 64OD X 22 225 EA *
------------------------------------------------------------------
123964025 ENDURON 10D 64OD X 22 225 EA *
------------------------------------------------------------------
123966000 EDNURON 10D 66OD X 22 225 EA *
------------------------------------------------------------------
124008000 ENDURON NEUT 48OD X 26ID EA *
------------------------------------------------------------------
124008025 ENDURON NEUT 48OD X 26ID EA *
------------------------------------------------------------------
124010000 ENDURON NEUT 50OD X 26ID EA *
------------------------------------------------------------------
124010025 ENDURON NEUT 50OD X 26ID EA *
------------------------------------------------------------------
124012000 ENDURON NEUT 52OD X 26ID EA *
------------------------------------------------------------------
124012025 ENDURON NEUT 52OD X 26ID EA *
------------------------------------------------------------------
124014000 ENDURON NEUT 54OD X 26ID EA *
------------------------------------------------------------------
124014025 ENDURON NEUT 54OD X 26ID EA *
------------------------------------------------------------------
124016000 ENDURON NEUT 56 OR 68ODX261D EA *
------------------------------------------------------------------
124016025 ENDURON NEUT 56 OR 68ODX261D EA *
------------------------------------------------------------------
124018000 ENDURON NEUT 58 OR 70ODX261D EA *
------------------------------------------------------------------
124018025 ENDURON NEUT 58 OR 70ODX261D EA *
------------------------------------------------------------------
124020000 ENDURON NEUT 60 OR 72ODX26ID EA *
------------------------------------------------------------------
124022000 ENDURON NEUT 62 OR 74ODX26ID EA *
------------------------------------------------------------------
124024000 ENDURON NEUT 64 OD X 26ID EA *
------------------------------------------------------------------
124026000 ENDURON NEUT 66 OD X 26ID EA *
------------------------------------------------------------------
124048000 ENDURON 10D 48OD X 26ID EA *
------------------------------------------------------------------
124048025 ENDURON 10D 48OD X 26ID EA *
------------------------------------------------------------------
124050000 ENDURON 10D 50OD X 26ID EA *
------------------------------------------------------------------
124050025 ENDURON 10D 50OD X 26ID EA *
------------------------------------------------------------------
124052000 ENDURON 10D 52OD X 26ID EA *
------------------------------------------------------------------
124054000 ENDURON 10D 54OD X 26ID EA *
------------------------------------------------------------------
124056000 ENDURON 10D 56 X 68ODX26ID EA *
------------------------------------------------------------------
124058000 ENDURON 10D 58 X 70ODX26ID EA *
------------------------------------------------------------------
124060000 ENDURON 10D 60 X 72ODX26ID EA *
------------------------------------------------------------------
124062000 ENDORON 10D 62 X 74ODX26ID EA *
------------------------------------------------------------------
124064000 ENDORON 10D 64OD X 26ID EA *
------------------------------------------------------------------
124066000 ENDURON 10D 66OD X 26ID EA *
------------------------------------------------------------------
124108000 ENDURON NEUT 48OD X 28ID EA *
------------------------------------------------------------------
124108025 ENDURON NEUT 48OD X 28ID EA *
------------------------------------------------------------------
124108501 +4 ENDURON LINER 28ID X 48OD EA *
------------------------------------------------------------------
124110000 ENDURON NEUT 50OD X 28ID EA *
------------------------------------------------------------------
124110025 ENDURON NEUT 50OD X 28ID EA *
------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
Page 9
________________________________________________________________________________
<PAGE>
________________________________________________________________________________
-----------------------------------------------------------------
COLUMBIA/HCA
-----------------------------------------------------------------
-----------------------------------------------------------------
DEPUY INC.
-----------------------------------------------------------------
January 1996
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------
CATALOG
-----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
-----------------------------------------------------------------
<S> <C> <C> <C>
124110501 +4 ENDURON LINER 28ID X 50OD EA *
-----------------------------------------------------------------
124112000 ENDURON NEUT 52OD X 28ID EA *
-----------------------------------------------------------------
124112025 ENDURON NEUT 52OD X 28ID EA *
-----------------------------------------------------------------
124112501 +4 ENDURON LINER 28ID X 52OD EA *
-----------------------------------------------------------------
124114000 ENDURON NEUT 54OD X 28ID EA *
-----------------------------------------------------------------
124114025 ENDURON NEUT 54OD X 28ID EA *
-----------------------------------------------------------------
124114501 +4 ENDURON LINER 28ID X 54OD EA *
-----------------------------------------------------------------
124116000 ENDURON NEUT 56 OR 68ODX28ID EA *
-----------------------------------------------------------------
124116025 ENDURON NEUT 56 OR 68ODX28ID EA *
-----------------------------------------------------------------
124116501 +4 ENDURON LINER 28ID X 56OD EA *
-----------------------------------------------------------------
124118000 ENDURON NEUT 58 OR 70ODX28ID EA *
-----------------------------------------------------------------
124118025 ENDURON NEUT 58 OR 70ODX28ID EA *
-----------------------------------------------------------------
124118501 +4 ENDURON LINER 28ID X 58OD EA *
-----------------------------------------------------------------
124120000 ENDURON NEUT 60 OR 72ODX28ID EA *
-----------------------------------------------------------------
124120025 ENDURON NEUT 60 OR 72ODX28ID EA *
-----------------------------------------------------------------
124120501 +4 ENDURON LINER 28ID X 60OD EA *
-----------------------------------------------------------------
124122000 ENDURON NEUT 62 OR 74ODX28ID EA *
-----------------------------------------------------------------
124122025 ENDURON NEUT 62 OR 74ODX28ID EA *
-----------------------------------------------------------------
124122501 +4 ENDURON LINER 28ID X 62OD EA *
-----------------------------------------------------------------
124124000 ENDURON NEUT 64OD X 28ID EA *
-----------------------------------------------------------------
124124025 ENDURON NEUT 64OD X 28ID EA *
-----------------------------------------------------------------
124126000 ENDURON NEUT 66OD X 28ID EA *
-----------------------------------------------------------------
124126025 ENDURON NEUT 66OD X 28ID EA *
-----------------------------------------------------------------
124126501 +4 ENDURON LINER 28ID X 66OD EA *
-----------------------------------------------------------------
124148000 ENDURON 10D 48OD X 28ID EA *
-----------------------------------------------------------------
124148025 ENDURON 10D 48OD X 28ID EA *
-----------------------------------------------------------------
124150000 ENDURON 10D 50OD X 28ID EA *
-----------------------------------------------------------------
124150025 ENDURON 10D 50OD X 28ID EA *
-----------------------------------------------------------------
124152000 ENDURON 10D 52OD X 28ID EA *
-----------------------------------------------------------------
124152025 ENDURON 10D 52OD X 28ID EA *
-----------------------------------------------------------------
124154000 ENDURON 10D 54OD X 28ID EA *
-----------------------------------------------------------------
124154025 ENDURON 10D 54OD X 28ID EA *
-----------------------------------------------------------------
124156000 ENDURON 10D 56 OR 68ODX28ID EA *
-----------------------------------------------------------------
124156025 ENDURON 10D 56 OR 68ODX28ID EA *
-----------------------------------------------------------------
124158000 ENDURON 10D 58 OR 70ODX28ID EA *
-----------------------------------------------------------------
124158025 ENDURON 10D 58 OR 70ODX28ID EA *
-----------------------------------------------------------------
124160000 ENDURON 10D 60 OR 72ODX28ID EA *
-----------------------------------------------------------------
124160025 ENDURON 10D 60 OR 72ODX28ID EA *
-----------------------------------------------------------------
124162000 ENDURON 10D 62 OR 74ODX28ID EA *
-----------------------------------------------------------------
124162025 ENDURON 10D 62 OR 74ODX28ID EA *
-----------------------------------------------------------------
124164000 ENDURON 10D 64OD X 28ID EA *
-----------------------------------------------------------------
124164025 ENDURON 10D 64OD X 28ID EA *
-----------------------------------------------------------------
124166000 ENDURON 10D 66OD X 28ID EA *
-----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
Page 10
________________________________________________________________________________
<PAGE>
________________________________________________________________________________
------------------------------------------------------------------
COLUMBIA/HCA
------------------------------------------------------------------
------------------------------------------------------------------
DEPUY INC.
------------------------------------------------------------------
January 1996
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
------------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
------------------------------------------------------------------
<S> <C> <C> <C>
124166025 ENDURON 10D 66OD X 28ID EA *
------------------------------------------------------------------
124212000 ENDURON NEUT 52OD X 32ID EA *
------------------------------------------------------------------
124212025 ENDURON NEUT 52OD X 32ID EA *
------------------------------------------------------------------
124212501 +4 ENDURON LINER 32ID X 52OD EA *
------------------------------------------------------------------
124214000 ENDURON NEUT 54OD X 32ID EA *
------------------------------------------------------------------
124214025 ENDURON NEUT 54OD X 32ID EA *
------------------------------------------------------------------
124214501 +4 ENDURON LINER 32ID X 54OD EA *
------------------------------------------------------------------
124216000 ENDURON NEUT 56 OR 68ODX32ID EA *
------------------------------------------------------------------
124216025 ENDURON NEUT 56 OR 68ODX32ID EA *
------------------------------------------------------------------
124216501 +4 ENDURON LINER 32ID X 56OD EA *
------------------------------------------------------------------
124218000 ENDURON NEUT 58 OR 70ODX32ID EA *
------------------------------------------------------------------
124218025 ENDURON NEUT 58 OR 70ODX32ID EA *
------------------------------------------------------------------
124218501 +4 ENDURON LINER 32ID X 58OD EA *
------------------------------------------------------------------
124220000 ENDURON NEUT 60 OR 72ODX32ID EA *
------------------------------------------------------------------
124220025 ENDURON NEUT 60 OR 72ODX32ID EA *
------------------------------------------------------------------
124220501 +4 ENDURON LINER 32ID X 60OD EA *
------------------------------------------------------------------
124222000 ENDURON NEUT 62 OR 74ODX32ID EA *
------------------------------------------------------------------
124222025 ENDURON NEUT 62 OR 74ODX32ID EA *
------------------------------------------------------------------
124222501 +4 ENDURON LINER 32ID X 62OD EA *
------------------------------------------------------------------
124224000 ENDURON NEUT 64OD X 32ID EA *
------------------------------------------------------------------
124224025 ENDURON NEUT 64OD X 32ID EA *
------------------------------------------------------------------
124224501 +4 ENDURON LINER 32ID X 64OD EA *
------------------------------------------------------------------
124226000 ENDURON NEUT 66OD X 32ID EA *
------------------------------------------------------------------
124226025 ENDURON NEUT 66OD X 32ID EA *
------------------------------------------------------------------
124226501 +4 ENDURON LINER 32ID X 66OD5 EA *
------------------------------------------------------------------
124252000 ENDURON 10D 52OD X 32ID EA *
------------------------------------------------------------------
124252025 ENDURON 10D 52OD X 32ID EA *
------------------------------------------------------------------
124254000 ENDURON 10D 54OD X 32ID EA *
------------------------------------------------------------------
124254025 ENDURON 10D 54OD X 32ID EA *
------------------------------------------------------------------
124256000 ENDURON 10D 56 OR 68ODX32ID EA *
------------------------------------------------------------------
124256025 ENDURON 10D 56 OR 68ODX32ID EA *
------------------------------------------------------------------
124258000 ENDURON 10D 58 OR 70ODX32ID EA *
------------------------------------------------------------------
124258025 ENDURON 10D 58 OR 70ODX32ID EA *
------------------------------------------------------------------
124260000 ENDURON 10D 60 OR 72ODX32ID EA *
------------------------------------------------------------------
124260025 ENDURON 10D 60 OR 72ODX32ID EA *
------------------------------------------------------------------
124262000 ENDURON 10D 62 OR 74ODX32ID EA *
------------------------------------------------------------------
124262025 ENDURON 10D 62 OR 74ODX32ID EA *
------------------------------------------------------------------
124264000 ENDURON 10D 64OD X 32ID EA *
------------------------------------------------------------------
124264025 ENDURON 10D 64OD X 32ID EA *
------------------------------------------------------------------
124266000 ENDURON 10D 66OD X 32ID EA *
------------------------------------------------------------------
124548000 DURALOC 1200 SERIES 48MM OD EA *
------------------------------------------------------------------
124550000 DURALOC 1200 SERIES 50MM OD EA *
------------------------------------------------------------------
124552000 DURALOC 1200 SERIES 52MM OD EA *
------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
Page 11
________________________________________________________________________________
<PAGE>
________________________________________________________________________________
-----------------------------------------------------------------
COLUMBIA/HCA
-----------------------------------------------------------------
-----------------------------------------------------------------
DEPUY INC.
-----------------------------------------------------------------
January 1996
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
<S> <C> <C> <C>
-----------------------------------------------------------------
124554000 DURALOC 1200 SERIES 54MM OD EA *
-----------------------------------------------------------------
124558000 DURALOC 1200 SERIES 56MM OD EA *
-----------------------------------------------------------------
124558000 DURALOC 1200 SERIES 58MM OD EA *
-----------------------------------------------------------------
124560000 DURALOC 1200 SERIES 60MM OD EA *
-----------------------------------------------------------------
124562000 DURALOC 1200 SERIES 62MM OD EA *
-----------------------------------------------------------------
124564000 DURALOC 1200 SERIES 64MM OD EA *
-----------------------------------------------------------------
124566000 DURALOC 1200 SERIES 66MM OD EA *
-----------------------------------------------------------------
124568000 DURALOC 1200 SERIES 68MM OD EA *
-----------------------------------------------------------------
124570000 DURALOC 1200 SERIES 70MM OD EA *
-----------------------------------------------------------------
124572000 DURALOC 1200 SERIES 72MM OD EA *
-----------------------------------------------------------------
124574000 DURALOC 1200 SERIES 74MM OD EA *
-----------------------------------------------------------------
124580049 SECTOR 52MM ACETABULAR COMP. EA *
-----------------------------------------------------------------
124580050 SECTOR 54MM ACETABULAR COMP. EA *
-----------------------------------------------------------------
124580051 SECTOR 56MM ACETABULAR COMP. EA *
-----------------------------------------------------------------
124580052 SECTOR 58MM ACETABULAR COMP. EA *
-----------------------------------------------------------------
124580053 SECTOR 60MM ACETABULAR COMP. EA *
-----------------------------------------------------------------
124580054 SECTOR 62MM ACETABULAR COMP. EA *
-----------------------------------------------------------------
124580055 SECTOR 48MM ACETABULAR COMP EA *
-----------------------------------------------------------------
124580056 SECTOR 50MM ACETABULAR COMP EA *
-----------------------------------------------------------------
124580057 SECTOR 64MM ACETABULAR COMP EA *
-----------------------------------------------------------------
124580058 SECTOR 66MM ACETABULAR COMP EA *
-----------------------------------------------------------------
124601000 DURALOC APEX HOLE ELIMINATOR EA *
-----------------------------------------------------------------
124648000 DURALOC 300 SERIES 48MM OD EA *
-----------------------------------------------------------------
124650000 DURALOC 300 SERIES 50MM OD EA *
-----------------------------------------------------------------
124652000 DURALOC 300 SERIES 52MM OD EA *
-----------------------------------------------------------------
124654000 DURALOC 300 SERIES 54MM OD EA *
-----------------------------------------------------------------
124656000 DURALOC 300 SERIES 56MM OD EA *
-----------------------------------------------------------------
124658000 DURALOC 300 SERIES 58MM OD EA *
-----------------------------------------------------------------
124660000 DURALOC 300 SERIES 60MM OD EA *
-----------------------------------------------------------------
124662000 DURALOC 300 SERIES 62MM OD EA *
-----------------------------------------------------------------
124664000 DURALOC 300 SERIES 64MM OD EA *
-----------------------------------------------------------------
124666000 DURALOC 300 SERIES 66MM OD EA *
-----------------------------------------------------------------
124668000 DURALOC 300 SERIES 68MM OD EA *
-----------------------------------------------------------------
124670000 DURALOC 300 SERIES 70MM OD EA *
-----------------------------------------------------------------
124672000 DURALOC 300 SERIES 72MM OD EA *
-----------------------------------------------------------------
124674000 DURALOC 300 SERIES 74MM OD EA *
-----------------------------------------------------------------
124748000 DURALOC 300 SERIES 48MM OD EA *
-----------------------------------------------------------------
124750000 DURALOC 100 SERIES 50MM OD EA *
-----------------------------------------------------------------
124752000 DURALOC 100 SERIES 52MM OD EA *
-----------------------------------------------------------------
124754000 DURALOC 100 SERIES 54MM OD EA *
-----------------------------------------------------------------
124756000 DURALOC 100 SERIES 56MM OD EA *
-----------------------------------------------------------------
124758000 DURALOC 100 SERIES 58MM OD EA *
-----------------------------------------------------------------
124760000 DURALOC 100 SERIES 60MM OD EA *
-----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately wth the Commission.
Page 12
_______________________________________________________________________________
<PAGE>
_______________________________________________________________________________
----------------------------------------------------------------
COLUMBIA/HCA
----------------------------------------------------------------
----------------------------------------------------------------
DEPUY INC.
----------------------------------------------------------------
January 1996
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
<S> <C> <C> <C>
----------------------------------------------------------------
124762000 DURALOC 100 SERIES 62MM OD EA *
----------------------------------------------------------------
124764000 DURALOC 100 SERIES 64MM OD EA *
----------------------------------------------------------------
124766000 DURALOC 100 SERIES 66MM OD EA *
----------------------------------------------------------------
124948000 DURALOC DYNAMIC LOCK RING 48MM EA *
----------------------------------------------------------------
124950000 DURALOC DYNAMIC LOCK RING 50MM EA *
----------------------------------------------------------------
124952000 DURALOC DYNAMIC LOCK RING 52MM EA *
----------------------------------------------------------------
124954000 DURALOC DYNAMIC LOCK RING 54MM EA *
----------------------------------------------------------------
124956000 DURALOC DYNAMIC LOCK RING 58MM EA *
----------------------------------------------------------------
124958000 DURALOC DYNAMIC LOCK RING 58MM EA *
----------------------------------------------------------------
124960000 DURALOC DYNAMIC LOCK RING 60MM EA *
----------------------------------------------------------------
124962000 DURALOC DYNAMIC LOCK RING 62MM EA *
----------------------------------------------------------------
124964000 DURALOC DYNAMIC LOCK RING 64MM EA *
----------------------------------------------------------------
124966000 DURALOC DYNAMIC LOCK RING 66MM EA *
----------------------------------------------------------------
124968000 DURALOC DYNAMIC LOCK RING 68MM EA *
----------------------------------------------------------------
124970000 DURALOC DYNAMIC LOCK RING 70MM EA *
----------------------------------------------------------------
124972000 DURALOC DYNAMIC LOCK RING 72MM EA *
----------------------------------------------------------------
124974000 DURALOC DYNAMIC LOCK RING 74MM EA *
----------------------------------------------------------------
125008000 HYLAMER NEUT 480D X 26ID EA *
----------------------------------------------------------------
125010000 HYLAMER NEUT 50OD X 26ID EA *
----------------------------------------------------------------
125012000 HYLAMER NEUT 52OD X 26ID EA *
----------------------------------------------------------------
125014000 HYLAMER NEUT 54OD X 26ID EA *
----------------------------------------------------------------
125016000 HYLAMER NEUT 56 OR 68ODX26ID EA *
----------------------------------------------------------------
125018000 HYLAMER NEUT 58 OR 70ODX26ID EA *
----------------------------------------------------------------
125020000 HYLAMER NEUT 60 OR 72ODX26ID EA *
----------------------------------------------------------------
125022000 HYLAMER NEUT 62 OR 74ODX26ID EA *
----------------------------------------------------------------
125024000 HYLAMER NEUT 64OD X 26ID EA *
----------------------------------------------------------------
125026000 HYLAMER NEUT 66OD X 26ID EA *
----------------------------------------------------------------
125048000 HYLAMER 10D 48OD X 26ID EA *
----------------------------------------------------------------
125050000 HYLAMER 10D 50OD X 26ID EA *
----------------------------------------------------------------
125052000 HYLAMER 10D 52OD X 26ID EA *
----------------------------------------------------------------
125054000 HYLAMER 10D 54OD X 26ID EA *
----------------------------------------------------------------
125056000 HYLAMER 10D 56 OR 68ODX26ID EA *
----------------------------------------------------------------
125058000 HYLAMER 10D 58 OR 70ODX26ID EA *
----------------------------------------------------------------
125060000 HYLAMER 10D 60 OR 72ODX26ID EA *
----------------------------------------------------------------
125062000 HYLAMER 10D 62 OR 74ODX26ID EA *
----------------------------------------------------------------
125064000 HYLAMER 10D 64OD X 26ID EA *
----------------------------------------------------------------
125066000 HYLAMER 10D 66ODX 26ID EA *
----------------------------------------------------------------
125108000 HYLAMER NEUT 48OD X 28ID EA *
----------------------------------------------------------------
125108025 HYLAMER NEUT 48OD X 28ID EA *
----------------------------------------------------------------
125110000 HYLAMER NEUT 50OD X 28ID EA *
----------------------------------------------------------------
125110025 HYLAMER NEUT 50OD X 28ID EA *
----------------------------------------------------------------
125112000 HYLAMER NEUT 52OD X 28ID EA *
----------------------------------------------------------------
125112025 HYLAMER NEUT 52OD X 28ID EA *
----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission
Page 13
_______________________________________________________________________________
<PAGE>
________________________________________________________________________________
---------------------------------------------------------------
COLUMBIA/HCA
---------------------------------------------------------------
---------------------------------------------------------------
DUPUY INC.
---------------------------------------------------------------
January 1996
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
---------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
---------------------------------------------------------------
<S> <C> <C> <C>
125114000 HYLAMER NEUT 540D X 28ID EA *
---------------------------------------------------------------
125114025 HYLAMER NEUT 540D X 28ID EA *
---------------------------------------------------------------
125116000 HYLAMER NEUT 56 OR 68ODX28ID EA *
---------------------------------------------------------------
125116025 HYLAMER NEUT 56 OR 68ODX28ID EA *
---------------------------------------------------------------
125118000 HYLAMER NEUT 58 OR 70ODX28ID EA *
---------------------------------------------------------------
125118025 HYLAMER NEUT 58 OR 70ODX28ID EA *
---------------------------------------------------------------
125120000 HYLAMER NEUT 60 OR 72ODX28ID EA *
---------------------------------------------------------------
125120025 HYLAMER NEUT 60 OR 72ODX28ID EA *
---------------------------------------------------------------
125122000 HYLAMER NEUT 62 OR 74ODX28ID EA *
---------------------------------------------------------------
125122025 HYLAMER NEUT 62 OR 74ODX28ID EA *
---------------------------------------------------------------
125124000 HYLAMER NEUT 64OD X 28ID EA *
---------------------------------------------------------------
125124025 HYLAMER NEUT 64OD X 28ID EA *
---------------------------------------------------------------
125126000 HYLAMER NEUT 66OD X 28ID EA *
---------------------------------------------------------------
125126025 HYLAMER NEUT 66OD X 28ID EA *
---------------------------------------------------------------
125148000 HYLAMER 10D 48OD X 28ID EA *
---------------------------------------------------------------
125148025 HYLAMER 10D 48OD X 28ID EA *
---------------------------------------------------------------
125150000 HYLAMER 10D 50OD X 28ID EA *
---------------------------------------------------------------
125150025 HYLAMER 10D 50OD X 28ID EA *
---------------------------------------------------------------
125152000 HYLAMER 10D 52OD X 28ID EA *
---------------------------------------------------------------
125152025 HYLAMER 10D 52OD X 28ID EA *
---------------------------------------------------------------
125154000 HYLAMER 10D 54OD X 28ID EA *
---------------------------------------------------------------
125154025 HYLAMER 10D 54OD X 28ID EA *
---------------------------------------------------------------
125156000 HYLAMER 10D 56OD OR 68ODX28I EA *
---------------------------------------------------------------
125156025 HYLAMER 10D 56OD OR 68ODX28I EA *
---------------------------------------------------------------
125158000 HYLAMER 10D 58OD OR 70ODX28I EA *
---------------------------------------------------------------
125158025 HYLAMER 10D 58OD OR 70ODX28I EA *
---------------------------------------------------------------
125160000 HYLAMER 10D 60OD OR 72ODX28I EA *
---------------------------------------------------------------
125160025 HYLAMER 10D 60OD OR 72ODX28I EA *
---------------------------------------------------------------
125162000 HYLAMER 10D 62OD OR 74ODX28I EA *
---------------------------------------------------------------
125162025 HYLAMER 10D 62OD OR 74ODX28I EA *
---------------------------------------------------------------
125164000 HYLAMER 10D 64OD X 28ID EA *
---------------------------------------------------------------
125164025 HYLAMER 10D 64OD X 28ID EA *
---------------------------------------------------------------
125166000 HYLAMER 10D 66OD X 28ID EA *
---------------------------------------------------------------
125166025 HYLAMER 10D 66OD X 28ID EA *
---------------------------------------------------------------
125212000 HYLAMER NUET 52OD X 32ID EA *
---------------------------------------------------------------
125212025 HYLAMER NUET 52OD X 28ID EA *
---------------------------------------------------------------
125214000 HYLAMER NUET 54OD X 28ID EA *
---------------------------------------------------------------
125214025 HYLAMER NUET 54OD X 28ID EA *
---------------------------------------------------------------
125216025 HYLAMER NUET 56 OR 68ODX32ID EA *
---------------------------------------------------------------
125218025 HYLAMER NUET 58 OR 70ODX32ID EA *
---------------------------------------------------------------
125220025 HYLAMER NUET 60 OR 72ODX32ID EA *
---------------------------------------------------------------
125224000 HYLAMER NUET 64OD X 32ID EA *
---------------------------------------------------------------
125224025 HYLAMER NUET 64OD X 32ID EA *
---------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
Page 14
<PAGE>
---------------------------------------------------------------
COLUMBIA/HCA
---------------------------------------------------------------
---------------------------------------------------------------
DUPUY INC.
---------------------------------------------------------------
January 1996
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
---------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
---------------------------------------------------------------
<S> <C> <C> <C>
125226000 HYLAMER NEUT 660D X 32ID EA *
---------------------------------------------------------------
125226025 HYLAMER NEUT 660D X 32ID EA *
---------------------------------------------------------------
125252000 HYLAMER 10D 52OD X 32ID EA *
---------------------------------------------------------------
125252025 HYLAMER 10D 52OD X 32ID EA *
---------------------------------------------------------------
125254000 HYLAMER 10D 54OD X 32ID EA *
---------------------------------------------------------------
125254025 HYLAMER 10D 54OD X 32ID EA *
---------------------------------------------------------------
125256000 HYLAMER 10D 56 OR 68ODX32ID EA *
---------------------------------------------------------------
125256025 HYLAMER 10D 56 OR 68ODX32ID EA *
---------------------------------------------------------------
125258000 HYLAMER 10D 58 OR 70ODX32ID EA *
---------------------------------------------------------------
125258025 HYLAMER 10D 58 OR 70ODX32ID EA *
---------------------------------------------------------------
125260025 HYLAMER 10D 60 OR 72ODX32ID EA *
---------------------------------------------------------------
125262025 HYLAMER 10D 62 OR 74ODX32ID EA *
---------------------------------------------------------------
125264000 HYLAMER 10D 64OD X 32ID EA *
---------------------------------------------------------------
125264025 HYLAMER 10D 64OD X 32ID EA *
---------------------------------------------------------------
125266000 HYLAMER 10D 66OD X 32ID EA *
---------------------------------------------------------------
125266025 HYLAMER 10D 66OD X 32ID EA *
---------------------------------------------------------------
125725000 5.0MM DIA TPRD HD PER SCRW 25 EA *
---------------------------------------------------------------
125730000 5.0MM DIA TPRD HD PER SCRW 30 EA *
---------------------------------------------------------------
125735000 5.0MM DIA TPRD HD PER SCRW 35 EA *
---------------------------------------------------------------
125740000 5.0MM DIA TPRD HD PER SCRW 40 EA *
---------------------------------------------------------------
125745000 5.0MM DIA TPRD HD PER SCRW 45 EA *
---------------------------------------------------------------
125750000 5.0MM DIA TPRD HD PER SCRW 50 EA *
---------------------------------------------------------------
125755000 5.0MM DIA TPRD HD PER SCRW 55 EA *
---------------------------------------------------------------
125760000 5.0MM DIA TPRD HD PER SCRW 60 EA *
---------------------------------------------------------------
125765000 5.0MM DIA TPRD HD PER SCRW 65 EA *
---------------------------------------------------------------
127011000 SYNATOMIC UNI TIBIAL LOCK CLIP EA *
---------------------------------------------------------------
127180001 KEANE UNI FEM XS EA *
---------------------------------------------------------------
127180002 KEANE UNI FEM SM EA *
---------------------------------------------------------------
127180003 KEANE UNI FEM MD EA *
---------------------------------------------------------------
127180004 KEANE UNI FEM LG EA *
---------------------------------------------------------------
127180005 KEANE UNI FEM XL EA *
---------------------------------------------------------------
127180011 KEANE UNI TIBIAL SM 8MM EA *
---------------------------------------------------------------
127180012 KEANE UNI TIBIAL SM 10MM EA *
---------------------------------------------------------------
127180013 KEANE UNI TIBIAL SM 12MM EA *
---------------------------------------------------------------
127180021 KEANE UNI TIBIAL MD 8MM EA *
---------------------------------------------------------------
127180022 KEANE UNI TIBIAL MD 10MM EA *
---------------------------------------------------------------
127180023 KEANE UNI TIBIAL MD 12MM EA *
---------------------------------------------------------------
127180031 KEANE UNI TIBIAL LG 8MM EA *
---------------------------------------------------------------
127180032 KEANE UNI TIBIAL LG 10MM EA *
---------------------------------------------------------------
127180033 KEANE UNI TIBIAL LG 12MM EA *
---------------------------------------------------------------
127180041 KEANE UNI TIBIAL MD+ 8MM EA *
---------------------------------------------------------------
127180042 KEANE UNI TIBIAL MD+ 10MM EA *
---------------------------------------------------------------
127180043 KEANE UNI TIBIAL MD+ 12MM EA *
---------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
Page 15
_______________________________________________________________________________
<PAGE>
COLUMBIA/HCA
-----------------------------------------------------------------
DEPUY INC.
-----------------------------------------------------------------
January 1996
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
CATALOG
-----------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER LONG DESCRIPTION PUOM PRICE
-----------------------------------------------------------------
<S> <C> <C>
127180211 KEANE UNI TIB MOD SM 8MM EA *
-----------------------------------------------------------------
127180212 KEANE UNI TIB MOD SM 10MM EA *
-----------------------------------------------------------------
127180213 KEANE UNI TIB MOD SM 12MM EA *
-----------------------------------------------------------------
127180221 KEANE UNI TIB MOD MD 8MM EA *
-----------------------------------------------------------------
127180222 KEANE UNI TIB MOD MD 10MM EA *
-----------------------------------------------------------------
127180223 KEANE UNI TIB MOD MD 12MM EA *
-----------------------------------------------------------------
127180231 KEANE UNI TIB MOD LG 8MM EA *
-----------------------------------------------------------------
127180232 KEANE UNI TIB MOD LG 10MM EA *
-----------------------------------------------------------------
127180233 KEANE UNI TIB MOD LG 12MM EA *
-----------------------------------------------------------------
127180241 KEANE UNI TIB MOD MD+ 8MM EA *
-----------------------------------------------------------------
127180242 KEANE UNI TIB MOD MD+ 10MM EA *
-----------------------------------------------------------------
127180243 KEANE UNI TIB MOD MD+ 12MM EA *
-----------------------------------------------------------------
127180501 KEANE UNI TIB FEM POROUS SIZE 1 EA *
-----------------------------------------------------------------
127180502 KEANE UNI TIB FEM POROUS SIZE 2 EA *
-----------------------------------------------------------------
127180503 KEANE UNI TIB FEM POROUS SIZE 3 EA *
-----------------------------------------------------------------
127180504 KEANE UNI TIB FEM POROUS SIZE 4 EA *
-----------------------------------------------------------------
127180505 KEANE UNI TIB FEM POROUS SIZE 5 EA *
-----------------------------------------------------------------
127801000 LCS M BRDG BRG SM/STD 10.0 PK *
-----------------------------------------------------------------
127802000 LCS M BRDG BRG SM/STD 12.5 PK *
-----------------------------------------------------------------
127803000 LCS M BRDG BRG SM/STD 15.0 PK *
-----------------------------------------------------------------
127804000 LCS M BRDG BRG SM/STD 17.5 PK *
-----------------------------------------------------------------
127805000 LCS M BRDG BRG SM+/STD 10.0 PK *
-----------------------------------------------------------------
127806000 LCS M BRDG BRG SM+/STD 12.5 PK *
-----------------------------------------------------------------
127807000 LCS M BRDG BRG SM+/STD 15.0 PK *
-----------------------------------------------------------------
127808000 LCS M BRDG BRG SM+/STD 17.5 PK *
-----------------------------------------------------------------
127809000 LCS R BRDG BRG SM/STD 10.0 EA *
-----------------------------------------------------------------
127810000 LCS R BRDG BRG SM/STD 12.5 EA *
-----------------------------------------------------------------
127811000 LCS R BRDG BRG SM/STD 15.0 EA *
-----------------------------------------------------------------
127812000 LCS R BRDG BRG SM/STD 17.5 EA *
-----------------------------------------------------------------
127813000 LCS R BRDG BRG SM/STD 20.0 EA *
-----------------------------------------------------------------
127814000 LCS R BRDG BRG SM+/STD 10.0 EA *
-----------------------------------------------------------------
127815000 LCS R BRDG BRG SM+/STD 12.5 EA *
-----------------------------------------------------------------
127816000 LCS R BRDG BRG SM+/STD 15.0 EA *
-----------------------------------------------------------------
127817000 LCS R BRDG BRG SM+/STD 17.5 EA *
-----------------------------------------------------------------
127818000 LCS R BRDG BRG SM+/STD 20.0 EA *
-----------------------------------------------------------------
127820000 LCS M BRDG BRG STD/LG 10 PK *
-----------------------------------------------------------------
127821000 LCS M BRDG BRG STD/LG 12.5 PK *
-----------------------------------------------------------------
127822000 LCS M BRDG BRG STD/LG 15 PK *
-----------------------------------------------------------------
127823000 LCS M BRDG BRG STD/LG 17.5 PK *
-----------------------------------------------------------------
127824000 LCS M BRDG BRG STD+/LG 10 PK *
-----------------------------------------------------------------
127825000 LCS M BRDG BRG STD+/LG 12.5 PK *
-----------------------------------------------------------------
127826000 LCS M BRDG BRG STD+/LG 15 PK *
-----------------------------------------------------------------
127827000 LCS M BRDG BRG STD+/LG 17.5 PK *
-----------------------------------------------------------------
</TABLE>
* Confidential Portions omitted and filed separately with the Commission.
Page 16
------------------------------------------------------------------------
<PAGE>
------------------------------------------------------------------------
COLUMBIA/HCA
------------------------------------------------------------------------
DEPUY INC.
------------------------------------------------------------------------
January 1996
------------------------------------------------------------------------
CATALOG
------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER LONG DESCRIPTION PUOM PRICE
------------------------------------------------------------------------
<S> <C> <C> <C>
127846000 LCS R BRDG BRG STD/LG 10 EA *
------------------------------------------------------------------------
127847000 LCS R BRDG BRG STD/LG 12.5 EA *
------------------------------------------------------------------------
127848000 LCS R BRDG BRG STD/LG 15 EA *
------------------------------------------------------------------------
127849000 LCS R BRDG BRG STD/LG 17.5 EA *
------------------------------------------------------------------------
127850000 LCS R BRDG BRG STD/LG 20 EA *
------------------------------------------------------------------------
127851000 LCS R BRDG BRG STD+/LG 10 EA *
------------------------------------------------------------------------
127852000 LCS R BRDG BRG STD+/LG 12.5 EA *
------------------------------------------------------------------------
127853000 LCS R BRDG BRG STD+/LG 15 EA *
------------------------------------------------------------------------
127854000 LCS R BRDG BRG STD+/LG 17.5 EA *
------------------------------------------------------------------------
127855000 LCS R BRDG BRG STD/LG 20 EA *
------------------------------------------------------------------------
127856000 LCS DD ROT BRG STD 10.0MM EA *
------------------------------------------------------------------------
127857000 LCS DD ROT BRG STD 12.5MM EA *
------------------------------------------------------------------------
127858000 LCS DD ROT BRG STD 15.0MM EA *
------------------------------------------------------------------------
127859000 LCS DD ROT BRG STD 17.5MM EA *
------------------------------------------------------------------------
127860000 LCS DD ROT BRG STD 20.0MM EA *
------------------------------------------------------------------------
127861000 LCS DD ROT BRG STD+ 10.0MM EA *
------------------------------------------------------------------------
127863000 LCS DD ROT BRG STD+ 15.0MM EA *
------------------------------------------------------------------------
127864000 LCS DD ROT BRG STD+ 17.5MM EA *
------------------------------------------------------------------------
127865000 LCS DD ROT BRG STD+ 20.0MM EA *
------------------------------------------------------------------------
127866000 LCS DD ROT BRG LG 10.0MM EA *
------------------------------------------------------------------------
127867000 LCS DD ROT BRG LG 12.5MM EA *
------------------------------------------------------------------------
127868000 LCS DD ROT BRG LG 15.0MM EA *
------------------------------------------------------------------------
127869000 LCS DD ROT BRG LG 17.5MM EA *
------------------------------------------------------------------------
127870000 LCS DD ROT BRG LG 20.0MM EA *
------------------------------------------------------------------------
127871000 LCS DD ROT BRG LG+ 10.0MM EA *
------------------------------------------------------------------------
127872000 LCS DD ROT BRG LG+ 12.5MM EA *
------------------------------------------------------------------------
127873000 LCS DD ROT BRG LG+ 15.0MM EA *
------------------------------------------------------------------------
127874000 LCS DD ROT BRG LG+ 17.5MM EA *
------------------------------------------------------------------------
127875000 LCS DD ROT BRG LG+ 20.0MM EA *
------------------------------------------------------------------------
127876000 LCS DD ROT BRG STD/LG 10.0MM EA *
------------------------------------------------------------------------
127877000 LCS DD ROT BRG STD/LG 12.5MM EA *
------------------------------------------------------------------------
127878000 LCS DD ROT BRG STD/LG 15.0MM EA *
------------------------------------------------------------------------
127879000 LCS DD ROT BRG STD/LG 17.5MM EA *
------------------------------------------------------------------------
127881000 LCS DD ROT BRG STD/LG 20.0MM EA *
------------------------------------------------------------------------
127883000 LCS DD ROT BRG STD+/LG 10.0MM EA *
------------------------------------------------------------------------
127884000 LCS DD ROT BRG STD+/LG 12.5MM EA *
------------------------------------------------------------------------
127885000 LCS DD ROT BRG STD+/LG 15.0MM EA *
------------------------------------------------------------------------
127886000 LCS DD ROT BRG STD+/LG 17.5MM EA *
------------------------------------------------------------------------
127887000 LCS DD ROT BRG STD+/LG 20.0MM EA *
------------------------------------------------------------------------
129001000 LCS MENIS BEARING SM 10MM PK *
------------------------------------------------------------------------
129002000 LCS MENIS BEARING SM 12.5MM PK *
------------------------------------------------------------------------
129003000 LCS MENIS BEARING SM 15MM PK *
------------------------------------------------------------------------
</TABLE>
* Confidential Portions omitted and filed separately with the Commission.
Page 17
<PAGE>
___________________________________________________________________________
------------------------------------------------------------------
COLUMBIA/HCA
------------------------------------------------------------------
------------------------------------------------------------------
DEPUY INC.
------------------------------------------------------------------
January 1996
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
------------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
<S> <C> <C> <C>
------------------------------------------------------------------
129004000 LCS MENIS BEARING SM 17.5MM PK *
------------------------------------------------------------------
129005000 LCS MENIS BEARING SM+ 10MM PK *
------------------------------------------------------------------
129006000 LCS MENIS BEARING SM+ 12.5MM PK *
------------------------------------------------------------------
129007000 LCS MENIS BEARING SM+ 15MM PK *
------------------------------------------------------------------
129008000 LCS MENIS BEARING SM+ 17.5MM PK *
------------------------------------------------------------------
129009000 LCS RP BRG 10.0MM SM EA *
------------------------------------------------------------------
129010000 LCS RP BRG 12.5MM SM EA *
------------------------------------------------------------------
129011000 LCS RP BRG 15.0MM SM EA *
------------------------------------------------------------------
129012000 LCS RP BRG 17.5MM SM EA *
------------------------------------------------------------------
129013000 LCS RP BRG 20.0MM SM EA *
------------------------------------------------------------------
129014000 LCS RP BRG 10.0MM SM+ EA *
------------------------------------------------------------------
129015000 LCS RP BRG 12.5MM SM+ EA *
------------------------------------------------------------------
129016000 LCS RP BRG 15.0MM SM+ EA *
------------------------------------------------------------------
129017000 LCS RP BRG 17.5MM SM+ EA *
------------------------------------------------------------------
129018000 LCS RP BRG 20.0MM SM+ EA *
------------------------------------------------------------------
129035000 LCS DD ROT BRG STD 22.5 EA *
------------------------------------------------------------------
129036000 LCS DD ROT BRG STD 25.0 EA *
------------------------------------------------------------------
129037000 LCS DD ROT BRG STD+ 22.5 EA *
------------------------------------------------------------------
129038000 LCS DD ROT BRG STD+ 25.0 EA *
------------------------------------------------------------------
129039000 LCS DD ROT BRG LG 22.5 EA *
------------------------------------------------------------------
129040000 LCS DD ROT BRG LG 25.0 EA *
------------------------------------------------------------------
129041000 LCS DD ROT BRG LG+ 22.5 EA *
------------------------------------------------------------------
129042000 LCS DD ROT BRG LG+ 25.0 EA *
------------------------------------------------------------------
129051000 LCS DD R BRDG BRG SM/STD 22.5 EA *
------------------------------------------------------------------
129052000 LCS DD R BRDG BRG SM/STD 25.0 EA *
------------------------------------------------------------------
129053000 LCS DD R BRDG BRG SM+/STD 22.5 EA *
------------------------------------------------------------------
129054000 LCS DD R BRDG BRG SM+/STD 25.0 EA *
------------------------------------------------------------------
129055000 LCS DD R BRDG BRG STD/LG 22.5 EA *
------------------------------------------------------------------
129056000 LCS DD R BRDG BRG STD/LG 25.0 EA *
------------------------------------------------------------------
129057000 LCS DD R BRDG BRG STD+/LG 22.5 EA *
------------------------------------------------------------------
129058000 LCS DD R BRDG BRG STD+/LG 25.0 EA *
------------------------------------------------------------------
135120000 ACS BONE SCREW 4.5 X 25MM EA *
------------------------------------------------------------------
135121000 ACS BONE SCREW 4.5 X 30MM EA *
------------------------------------------------------------------
135122000 ACS BONE SCREW 4.5 X 35MM EA *
------------------------------------------------------------------
135123000 ACS BONE SCREW 4.5 X 40MM EA *
------------------------------------------------------------------
135124000 ACS BONE SCREW 4.5 X 45MM EA *
------------------------------------------------------------------
135125000 ACS BONE SCREW 4.5 X 50MM EA *
------------------------------------------------------------------
135126000 ACS BONE SCREW 4.5 X 55MM EA *
------------------------------------------------------------------
135127000 ACS BONE SCREW 4.5 X 60MM EA *
------------------------------------------------------------------
135128000 ACS BONE SCREW 4.5 X 65MM EA *
------------------------------------------------------------------
135402000 AML STD 10.5MM 6.3 IN STEM EA *
------------------------------------------------------------------
135403000 AML STD 12.0MM 6.3 IN STEM EA *
------------------------------------------------------------------
135404000 AML STD 13.5MM 6.3 IN STEM EA *
------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
Page 18
___________________________________________________________________________
<PAGE>
COLUMBIA/HCA
-----------------------------------------------------------------
-----------------------------------------------------------------
DEPUY INC.
-----------------------------------------------------------------
January 1996
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
-----------------------------------------------------------------
<S> <C> <C> <C>
135405000 AML STD 15.0MM 6.3 IN STEM EA *
-----------------------------------------------------------------
135406000 AML STD 16.5MM 6.3 IN STEM EA *
-----------------------------------------------------------------
135407000 AML STD 18.0MM 6.3 IN STEM EA *
-----------------------------------------------------------------
135408000 AML STD 19.5MM 6.3 IN STEM EA *
-----------------------------------------------------------------
135442000 AML STD PROX PC 10.5MM 6.3 IN EA *
-----------------------------------------------------------------
135443000 AML STD PROX PC 12.0MM 6.3 IN EA *
-----------------------------------------------------------------
135444000 AML STD PROX PC 13.5MM 6.3 IN EA *
-----------------------------------------------------------------
135445000 AML STD PROX PC 15.0MM 6.3 IN EA *
-----------------------------------------------------------------
135446000 AML STD PROX PC 16.5MM 6.3 IN EA *
-----------------------------------------------------------------
135447000 AML STD PROX PC 18.0MM 6.3 IN EA *
-----------------------------------------------------------------
135448000 AML STD PROX PC 19.5MM 6.3 IN EA *
-----------------------------------------------------------------
135480560 AML 10.5 FULL PORO 120MM ST EA *
-----------------------------------------------------------------
135480561 AML 12.0 FULL PORO 120MM ST EA *
-----------------------------------------------------------------
135480562 AML 13.5 FULL OPRO 120MM ST EA *
-----------------------------------------------------------------
135480567 AML MMA 10.5 FULL PORO 120MM EA *
-----------------------------------------------------------------
135480580 AML MMA 12.0 FULL OPRO 120MM EA *
-----------------------------------------------------------------
135480581 AML MMA 13.5 FULL OPRO 120MM EA *
-----------------------------------------------------------------
135602000 AML CLRLESS STD PROX PC 10.5 EA *
-----------------------------------------------------------------
135603000 AML CLRLESS STD PROX PC 12.0 EA *
-----------------------------------------------------------------
135604000 AML CLRLESS STD PROX PC 13.5 EA *
-----------------------------------------------------------------
135605000 AML CLRLESS STD PROX PC 15.0 EA *
-----------------------------------------------------------------
135606000 AML CLRLESS STD PROX PC 16.5 EA *
-----------------------------------------------------------------
135612000 AML CLRLESS MMA PROX PC 10.5 EA *
-----------------------------------------------------------------
135613000 AML CLRLESS MMA PROX PC 12.0 EA *
-----------------------------------------------------------------
135614000 AML CLRLESS MMA PROX PC 13.5 EA *
-----------------------------------------------------------------
135615000 AML CLRLESS MMA PROX PC 15.0 EA *
-----------------------------------------------------------------
135616000 AML CLRLESS MMA PROX PC 16.5 EA *
-----------------------------------------------------------------
135617000 AML CLRLESS MMA PROX PC 18.0 EA *
-----------------------------------------------------------------
135702000 AML MMA 10.5MM 6.3 IN STEM EA *
-----------------------------------------------------------------
135703000 AML MMA 12.0MM 6.3 IN STEM EA *
-----------------------------------------------------------------
135704000 AML MMA 13.5MM 6.3 IN STEM EA *
-----------------------------------------------------------------
135705000 AML MMA 15.0MM 6.3 IN STEM EA *
-----------------------------------------------------------------
135706000 AML MMA 16.5MM 6.3 IN STEM EA *
-----------------------------------------------------------------
135707000 ALM MMA 18.0MM 6.3 IN STEM EA *
-----------------------------------------------------------------
135708000 ALM MMA 19.5MM 6.3 IN STEM EA *
-----------------------------------------------------------------
135742000 AML MMA PROX PC 10.5MM 6.3 IN EA *
-----------------------------------------------------------------
135743000 AML MMA PROX PC 12.0MM 6.3 IN EA *
-----------------------------------------------------------------
135744000 AML MMA PROX PC 13.5MM 6.3 IN EA *
-----------------------------------------------------------------
135745000 AML MMA PROX PC 15.0MM 6.3 IN EA *
-----------------------------------------------------------------
135746000 AML MMA PROX PC 16.5MM 6.3 IN EA *
-----------------------------------------------------------------
135747000 AML MMA PROX PC 18.0MM 6.3 IN EA *
-----------------------------------------------------------------
135748000 AML MMA PROX PC 19.5MM 6.3 IN EA *
-----------------------------------------------------------------
136301000 RESPONSE HIP SYSTEM 10.5MM EA *
-----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed seperately with the Commission.
Page 19
________________________________________________________________________________
<PAGE>
COLUMBIA/HCA
----------------------------------------------------------------
----------------------------------------------------------------
DEPUY INC.
----------------------------------------------------------------
January 1996
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
----------------------------------------------------------------
<S> <C> <C> <C>
136302000 REPONSE HIP SYSTEM 12.0MM EA *
----------------------------------------------------------------
136303000 REPONSE HIP SYSTEM 13.5MM EA *
----------------------------------------------------------------
136304000 REPONSE HIP SYSTEM 15.0MM EA *
----------------------------------------------------------------
136305000 REPONSE HIP SYSTEM 16.5MM EA *
----------------------------------------------------------------
136310000 TAPERED SPACER ARTICL/EZE +0 EA *
----------------------------------------------------------------
136312000 TAPERED SPACER ARTICUL/EZE+5 EA *
----------------------------------------------------------------
136314000 TAPERED SPACER ARTICUL/EZE +10 EA *
----------------------------------------------------------------
136318000 TAPERED SPACER LARGER +0 EA *
----------------------------------------------------------------
136320000 TAPERED SPACER LARGER +5 EA *
----------------------------------------------------------------
136322000 TAPPERED SPACER LARGER +10 EA *
----------------------------------------------------------------
136341000 MODULAR CATHCART BALL 41MM OD EA *
----------------------------------------------------------------
136342000 MODULAR CATHCART BALL 42MM OD EA *
----------------------------------------------------------------
136343000 MODULAR CATHCART BALL 43MM OD EA *
----------------------------------------------------------------
136344000 MODULAR CATHCART BALL 44MM OD EA *
----------------------------------------------------------------
136345000 MODULAR CATHCART BALL 45MM OD EA *
----------------------------------------------------------------
136346000 MODULAR CATHCART BALL 46MM OD EA *
----------------------------------------------------------------
136347000 MODULAR CATHCART BALL 47MM OD EA *
----------------------------------------------------------------
136348000 MODULAR CATHCART BALL 48MM OD EA *
----------------------------------------------------------------
136349000 MODULAR CATHCART BALL 49MM OD EA *
----------------------------------------------------------------
136350000 MODULAR CATHCART BALL 50MM OD EA *
----------------------------------------------------------------
136351000 MODULAR CATHCART BALL 51MM OD EA *
----------------------------------------------------------------
136352000 MODULAR CATHCART BALL 52MM OD EA *
----------------------------------------------------------------
136353000 MODULAR CATHCART BALL 53MM OD EA *
----------------------------------------------------------------
136354000 MODULAR CATHCART BALL 54MM OD EA *
----------------------------------------------------------------
136356000 MODULAR CATHCART BALL 56MM OD EA *
----------------------------------------------------------------
136358000 MODULAR CATHCART BALL 58MM OD EA *
----------------------------------------------------------------
136360000 MODULAR CATHCART BALL 60MM OD EA *
----------------------------------------------------------------
136370000 REPONSE 209 HIP SYSTEM 9.0MM EA *
----------------------------------------------------------------
136371000 REPONSE 209 HIP SYSTEM 10.5MM EA *
----------------------------------------------------------------
136372000 REPONSE 209 HIP SYSTEM 12.0MM EA *
----------------------------------------------------------------
136373000 REPONSE 209 HIP SYSTEM 13.5MM EA *
----------------------------------------------------------------
136375000 REPONSE 209 HIP SYSTEM 16.5MM EA *
----------------------------------------------------------------
136380019 REPONSE 209 STEM 9.0 NARROW EA *
----------------------------------------------------------------
136391000 REPONSE 209 STEM 10.5 NARROW EA *
----------------------------------------------------------------
136392000 REPONSE 209 STEM 12.05 NARROW EA *
----------------------------------------------------------------
136393000 REPONSE 209 STEM 13.5 NARROW EA *
----------------------------------------------------------------
136394000 REPONSE 209 STEM 15.0 NARROW EA *
----------------------------------------------------------------
136395000 REPONSE 209 STEM 16.5 NARROW EA *
----------------------------------------------------------------
136501000 ARTICUL/EZE BALL 26 +4 GR EA *
----------------------------------------------------------------
138502000 ARTICUL/EZE BALL 26 +7 BR EA *
----------------------------------------------------------------
136503000 ARTICUL/EZE BALL 26 +10 BL EA *
----------------------------------------------------------------
136511000 ARTICUL /EZE BALL 28 +1.5 GR EA *
----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
Page 20
________________________________________________________________________________
<PAGE>
COLUMBIA/HCA
-----------------------------------------------------------------
DEPUY INC.
-----------------------------------------------------------------
January 1996
-----------------------------------------------------------------
-----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
-----------------------------------------------------------------
<S> <C> <C> <C>
136512000 ARTICUL/EZE BALL 28 + 5BR EA *
-----------------------------------------------------------------
136513000 ARTICUL/EZE BALL 28 + 8.5BL EA *
-----------------------------------------------------------------
136514000 ARTICUL/EZE BALL 28 + 12 BLK EA *
-----------------------------------------------------------------
136515000 ARTICUL/EZE BALL 28 + 15.5 WH EA *
-----------------------------------------------------------------
135521000 ARTICUL/EZE BALL 32 + 1 GR EA *
-----------------------------------------------------------------
136523000 ARTICUL/EZE BALL 32 + 9 BR EA *
-----------------------------------------------------------------
136524000 ARTICUL/EZE BALL 32 + 13 BLK EA *
-----------------------------------------------------------------
136525000 ARTICUL/EZE BALL 32 + 17 WH EA *
-----------------------------------------------------------------
136529000 ARTICUL/EZE BALL 22.225 + 4 NK EA *
-----------------------------------------------------------------
136530000 ARTICUL/EZE BALL 22.225 + 7 NK EA *
-----------------------------------------------------------------
136573000 ARTICUL/EZE CER BALL 28 + 1.5 EA *
-----------------------------------------------------------------
136574000 ARTICUL/EZE CER BALL 28 + 5 EA *
-----------------------------------------------------------------
136576000 ARTICUL/EZE CER BALL 32 + 1 EA *
-----------------------------------------------------------------
136577000 ARTICUL/EZE CER BALL 32 + 5 EA *
-----------------------------------------------------------------
136578000 ARTICUL/EZE CER BALL 32 + 9 EA *
-----------------------------------------------------------------
136906000 HYBRID FEM HIP 16.5/15.0 STD EA *
-----------------------------------------------------------------
137202000 THE CEMENTED CALCAR 9.0 X 1.5 EA *
-----------------------------------------------------------------
137204000 THE CEMENTED CALCAR 10.5 X 1.5 EA *
-----------------------------------------------------------------
137205000 THE CEMENTED CALCAR 10.5 X 1.5 EA *
-----------------------------------------------------------------
137206000 THE CEMENTED CALCAR 12.0 X 1.5 EA *
-----------------------------------------------------------------
137207000 THE CEMENTED CALCAR 12.0 X 3.0 EA *
-----------------------------------------------------------------
137208000 THE CEMENTED CALCAR 13.5 X 1.5 EA *
-----------------------------------------------------------------
137209000 THE CEMENTED CALCAR 13.5 X 3.0 EA *
-----------------------------------------------------------------
137210000 THE CEMENTED CALCAR 15.0 X 1.5 EA *
-----------------------------------------------------------------
137211000 THE CEMENTED CALCAR 15.0 X 3.0 EA *
-----------------------------------------------------------------
137212000 THE CEMENTED CALCAR 16.5 X 1.5 EA *
-----------------------------------------------------------------
137213000 THE CEMENTED CALCAR 16.5 X 3.0 EA *
-----------------------------------------------------------------
137403000 GEMINI STEM II SIZE 1 EA *
-----------------------------------------------------------------
137404000 GEMINI STEM II SIZE 2 EA *
-----------------------------------------------------------------
137405000 GEMINI STEM II SIZE 3 EA *
-----------------------------------------------------------------
137406000 GEMINI STEM II SIZE 4 EA *
-----------------------------------------------------------------
137407000 GEMINI STEM II SIZE 5 EA *
-----------------------------------------------------------------
137408000 GEMINI STEM II SIZE 6 EA *
-----------------------------------------------------------------
137409000 GEMINI STEM II SIZE 7 EA *
-----------------------------------------------------------------
137410000 GEMINI STEM II SIZE 8 EA *
-----------------------------------------------------------------
137411000 GEMINI STEM II SIZE 00 EA *
-----------------------------------------------------------------
137412000 GEMINI STEM I SIZE 0 EA *
-----------------------------------------------------------------
137413000 GEMINI STEM I SIZE 1 EA *
-----------------------------------------------------------------
137414000 GEMINI STEM I SIZE 2 EA *
-----------------------------------------------------------------
137415000 GEMINI STEM I SIZE 3 EA *
-----------------------------------------------------------------
137416000 GEMINI STEM I SIZE 4 EA *
-----------------------------------------------------------------
137417000 GEMINI STEM I SIZE 5 EA *
-----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and listed separately with the Commission.
Page 21
________________________________________________________________________________
<PAGE>
COLUMBIA/HCA
-----------------------------------------------------------------
-----------------------------------------------------------------
DEPUY INC.
-----------------------------------------------------------------
January 1996
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
-----------------------------------------------------------------
<S> <C> <C> <C>
137418000 GEMINI STEM 1 SIZE 6 EA *
-----------------------------------------------------------------
137620000 CEMENTRALIZER 11.0 EA *
-----------------------------------------------------------------
137621000 CEMENTRALIZER 12.0 EA *
-----------------------------------------------------------------
137622000 CEMENTRALIZER 13.0 EA *
-----------------------------------------------------------------
137623000 CEMENTRALIZER 13.5 EA *
-----------------------------------------------------------------
137624000 CEMENTRALIZER 14.5 EA *
-----------------------------------------------------------------
137625000 CEMENTRALIZER 15.5 EA *
-----------------------------------------------------------------
137626000 CEMENTRALIZER 16.0 EA *
-----------------------------------------------------------------
137627000 CEMENTRALIZER 17.0 EA *
-----------------------------------------------------------------
137628000 CEMENTRALIZER 16.5 EA *
-----------------------------------------------------------------
137629000 CEMENTRALIZER 18.0 EA *
-----------------------------------------------------------------
137630000 CEMENTRALIZER 19.0 EA *
-----------------------------------------------------------------
137635000 CEMENTRALIZER 12.5 EA *
-----------------------------------------------------------------
137636000 CEMENTRALIZER 14.0 EA *
-----------------------------------------------------------------
137637000 CEMENTRALIZER 15.0 EA *
-----------------------------------------------------------------
137638000 CEMENTRALIZER 10.5 EA *
-----------------------------------------------------------------
137640000 CEMENTRALIZER 11.5 EA *
-----------------------------------------------------------------
137641000 CEMENTRALIZER 17.5 EA *
-----------------------------------------------------------------
138103109 STATURE HIP W/PC SZ1 9.0MM LT EA *
-----------------------------------------------------------------
138103210 STATURE HIP W/PC SZ2 10.OMM LT EA *
-----------------------------------------------------------------
138103311 STATURE HIP W/PC SZ3 11.OMM LT EA *
-----------------------------------------------------------------
138103412 STATURE HIP W/PC SZ4 12.0MM LT EA *
-----------------------------------------------------------------
138103513 STATURE HIP W/PC SZ5 13.0MM LT EA *
-----------------------------------------------------------------
138103614 STATURE HIP W/PC SZ6 14.0MM LT EA *
-----------------------------------------------------------------
138103715 STATURE HIP W/PC SZ7 15.0MM LT EA *
-----------------------------------------------------------------
138103816 STATURE HIP W/PC SZ8 16.0MM LT EA *
-----------------------------------------------------------------
138103917 STATURE HIP W/PC SZ9 17.0MM LT EA *
-----------------------------------------------------------------
138104109 STATURE HIP W/PC SZ1 9.0MM RT EA *
-----------------------------------------------------------------
138104210 STATURE HIP W/PC SZ2 10.0MM RT EA *
-----------------------------------------------------------------
138104311 STATURE HIP W/PC SZ3 11.0MM RT EA *
-----------------------------------------------------------------
138104412 STATURE HIP W/PC SZ4 12.0MM RT EA *
-----------------------------------------------------------------
138104513 STATURE HIP W/PC SZ5 13.0MM RT EA *
-----------------------------------------------------------------
138104614 STATURE HIP W/PC SZ6 14.0MM RT EA *
-----------------------------------------------------------------
138104715 STATURE HIP W/PC SZ7 15.0MM RT EA *
-----------------------------------------------------------------
138104816 STATURE HIP W/PC SZ8 16.0MM RT EA *
-----------------------------------------------------------------
138104917 STATURE HIP W/PC SZ9 17.0MM RT EA *
-----------------------------------------------------------------
148531000 AMK STD INS HYLAMER M SZ1 10MM EA *
-----------------------------------------------------------------
148531025 AMK STD INS HYLAMER M SZ1 10MM EA *
-----------------------------------------------------------------
148532000 AMK STD INS HYLAMER M SZ1 12MM EA *
-----------------------------------------------------------------
148532025 AMK STD INS HYLAMER M SZ1 12MM EA *
-----------------------------------------------------------------
148533000 AMK STD INS HYLAMER M SZ1 14MM EA *
-----------------------------------------------------------------
148533025 AMK STD INS HYLAMER M SZ1 14MM EA *
-----------------------------------------------------------------
148534000 AMK STD INS HYLAMER M SZ1 18MM EA *
-----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed seperately with the Commission.
Page 22
_______________________________________________________________________________
<PAGE>
- --------------------------------------------------------------------------------
COLUMBIA/HCA
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DEPUY INC.
- --------------------------------------------------------------------------------
January 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CATALOG
- --------------------------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
- --------------------------------------------------------------------------------
148534025 AMK STD INS HYLAMER M SZ1 18MM EA *
- --------------------------------------------------------------------------------
148535000 AMK STD INS HYLAMER M SZ1 16MM EA *
- --------------------------------------------------------------------------------
148535025 AMK STD INS HYLAMER M SZ1 16MM EA *
- --------------------------------------------------------------------------------
148541000 AMK STD INS HYLAMER M SZ2 10MM EA *
- --------------------------------------------------------------------------------
148541025 AMK STD INS HYLAMER M SZ2 10MM EA *
- --------------------------------------------------------------------------------
148542000 AMK STD INS HYLAMER M SZ2 12MM EA *
- --------------------------------------------------------------------------------
148542025 AMK STD INS HYLAMER M SZ2 12MM EA *
- --------------------------------------------------------------------------------
148543000 AMK STD INS HYLAMER M SZ2 14MM EA *
- --------------------------------------------------------------------------------
148543025 AMK STD INS HYLAMER M SZ2 14MM EA *
- --------------------------------------------------------------------------------
148544000 AMK STD INS HYLAMER M SZ2 18MM EA *
- --------------------------------------------------------------------------------
148544025 AMK STD INS HYLAMER M SZ2 18MM EA *
- --------------------------------------------------------------------------------
148545000 AMK STD INS HYLAMER M SZ2 16MM EA *
- --------------------------------------------------------------------------------
148545025 AMK STD INS HYLAMER M SZ2 16MM EA *
- --------------------------------------------------------------------------------
148551000 AMK STD INS HYLAMER M SZ3 10MM EA *
- --------------------------------------------------------------------------------
148551025 AMK STD INS HYLAMER M SZ3 10MM EA *
- --------------------------------------------------------------------------------
148552000 AMK STD INS HYLAMER M SZ3 12MM EA *
- --------------------------------------------------------------------------------
148552025 AMK STD INS HYLAMER M SZ3 12MM EA *
- --------------------------------------------------------------------------------
148553000 AMK STD INS HYLAMER M SZ3 14MM EA *
- --------------------------------------------------------------------------------
148553025 AMK STD INS HYLAMER M SZ3 14MM EA *
- --------------------------------------------------------------------------------
148554000 AMK STD INS HYLAMER M SZ3 18MM EA *
- --------------------------------------------------------------------------------
148554025 AMK STD INS HYLAMER M SZ3 18MM EA *
- --------------------------------------------------------------------------------
148555000 AMK STD INS HYLAMER M SZ3 16MM EA *
- --------------------------------------------------------------------------------
148555025 AMK STD INS HYLAMER M SZ3 16MM EA *
- --------------------------------------------------------------------------------
148561000 AMK STD INS HYLAMER M SZ4 10MM EA *
- --------------------------------------------------------------------------------
148561025 AMK STD INS HYLAMER M SZ4 10MM EA *
- --------------------------------------------------------------------------------
148562000 AMK STD INS HYLAMER M SZ4 12MM EA *
- --------------------------------------------------------------------------------
148562025 AMK STD INS HYLAMER M SZ4 12MM EA *
- --------------------------------------------------------------------------------
148563000 AMK STD INS HYLAMER M SZ4 14MM EA *
- --------------------------------------------------------------------------------
148563025 AMK STD INS HYLAMER M SZ4 14MM EA *
- --------------------------------------------------------------------------------
148564000 AMK STD INS HYLAMER M SZ4 18MM EA *
- --------------------------------------------------------------------------------
148564025 AMK STD INS HYLAMER M SZ4 18MM EA *
- --------------------------------------------------------------------------------
148565000 AMK STD INS HYLAMER M SZ4 16MM EA *
- --------------------------------------------------------------------------------
148565025 AMK STD INS HYLAMER M SZ4 16MM EA *
- --------------------------------------------------------------------------------
148570000 AMK STD INS W/HYLAMER SZ5 8MM EA *
- --------------------------------------------------------------------------------
148571000 AMK STD INS HYLAMER M SZ5 10MM EA *
- --------------------------------------------------------------------------------
148571025 AMK STD INS HYLAMER M SZ5 10MM EA *
- --------------------------------------------------------------------------------
148572000 AMK STD INS HYLAMER M SZ5 12MM EA *
- --------------------------------------------------------------------------------
148572025 AMK STD INS HYLAMER M SZ5 12MM EA *
- --------------------------------------------------------------------------------
148573000 AMK STD INS HYLAMER M SZ5 14MM EA *
- --------------------------------------------------------------------------------
148573025 AMK STD INS HYLAMER M SZ5 14MM EA *
- --------------------------------------------------------------------------------
148574000 AMK STD INS HYLAMER M SZ5 18MM EA *
- --------------------------------------------------------------------------------
148574025 AMK STD INS HYLAMER M SZ5 18MM EA *
- --------------------------------------------------------------------------------
148575000 AMK STD INS HYLAMER M SZ5 16MM EA *
- --------------------------------------------------------------------------------
*Confidential portions omitted and filed seperately with the commission.
Page 23
<PAGE>
COLUMBIA/HCA
----------------------------------------------------------------
----------------------------------------------------------------
DEPUY INC.
----------------------------------------------------------------
January 1996
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
----------------------------------------------------------------
<S> <C> <C> <C>
148631000 AMK P/S INSERT SIZE 1 10MM EA *
----------------------------------------------------------------
148631025 AMK P/S INSERT SIZE 1 10MM EA *
----------------------------------------------------------------
148632000 AMK P/S INSERT SIZE 1 12MM EA *
----------------------------------------------------------------
148632025 AMK P/S INSERT SIZE 1 12MM EA *
----------------------------------------------------------------
148633000 AMK P/S INSERT SIZE 1 14MM EA *
----------------------------------------------------------------
148633025 AMK P/S INSERT SIZE 1 14MM EA *
----------------------------------------------------------------
148634000 AMK P/S INSERT SIZE 1 16MM EA *
----------------------------------------------------------------
148634025 AMK P/S INSERT SIZE 1 16MM EA *
----------------------------------------------------------------
148635000 AMK P/S INSERT SIZE 1 18MM EA *
----------------------------------------------------------------
148635025 AMK P/S INSERT SIZE 1 18MM EA *
----------------------------------------------------------------
148636000 AMK P/S INSERT SIZE 1 20MM EA *
----------------------------------------------------------------
148636025 AMK P/S INSERT SIZE 1 20MM EA *
----------------------------------------------------------------
148637000 AMK P/S INSERT SIZE 1 22MM EA *
----------------------------------------------------------------
148638000 AMK P/S INSERT SIZE 1 24MM EA *
----------------------------------------------------------------
148639000 AMK P/S INSERT SIZE 1 26MM EA *
----------------------------------------------------------------
148641000 AMK P/S INSERT SIZE 2 10MM EA *
----------------------------------------------------------------
148641025 AMK P/S INSERT SIZE 2 10MM EA *
----------------------------------------------------------------
148642000 AMK P/S INSERT SIZE 2 12MM EA *
----------------------------------------------------------------
148642025 AMK P/S INSERT SIZE 2 12MM EA *
----------------------------------------------------------------
148643000 AMK P/S INSERT SIZE 2 14MM EA *
----------------------------------------------------------------
148643025 AMK P/S INSERT SIZE 2 14MM EA *
----------------------------------------------------------------
148644000 AMK P/S INSERT SIZE 2 16MM EA *
----------------------------------------------------------------
148644025 AMK P/S INSERT SIZE 2 16MM EA *
----------------------------------------------------------------
148645000 AMK P/S INSERT SIZE 2 18MM EA *
----------------------------------------------------------------
148645025 AMK P/S INSERT SIZE 2 18MM EA *
----------------------------------------------------------------
148646000 AMK P/S INSERT SIZE 2 20MM EA *
----------------------------------------------------------------
148646025 AMK P/S INSERT SIZE 2 20MM EA *
----------------------------------------------------------------
148647000 AMK P/S INSERT SIZE 2 22MM EA *
----------------------------------------------------------------
148647025 AMK P/S INSERT SIZE 2 22MM EA *
----------------------------------------------------------------
148648000 AMK P/S INSERT SIZE 2 24MM EA *
----------------------------------------------------------------
148648025 AMK P/S INSERT SIZE 2 24MM EA *
----------------------------------------------------------------
148649000 AMK P/S INSERT SIZE 2 26MM EA *
----------------------------------------------------------------
148649025 AMK P/S INSERT SIZE 2 26MM EA *
----------------------------------------------------------------
148651000 AMK P/S INSERT SIZE 3 10MM EA *
----------------------------------------------------------------
148651025 AMK P/S INSERT SIZE 3 10MM EA *
----------------------------------------------------------------
148652000 AMK P/S INSERT SIZE 3 12MM EA *
----------------------------------------------------------------
148652025 AMK P/S INSERT SIZE 3 12MM EA *
----------------------------------------------------------------
148653000 AMK P/S INSERT SIZE 3 14MM EA *
----------------------------------------------------------------
148653025 AMK P/S INSERT SIZE 3 14MM EA *
----------------------------------------------------------------
148654000 AMK P/S INSERT SIZE 3 16MM EA *
----------------------------------------------------------------
148654025 AMK P/S INSERT SIZE 3 16MM EA *
----------------------------------------------------------------
148655000 AMK P/S INSERT SIZE 3 18MM EA *
----------------------------------------------------------------
148655025 AMK P/S INSERT SIZE 3 18MM EA *
----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed seperately with the Commission.
Page 24
________________________________________________________________________________
<PAGE>
----------------------------------------------------------------
COLUMBIA/HCA
----------------------------------------------------------------
----------------------------------------------------------------
DEPUY INC.
----------------------------------------------------------------
January 1996
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
----------------------------------------------------------------
<S> <C> <C> <C>
148656000 AMK P/S INSERT SIZE 3 20MM EA *
----------------------------------------------------------------
148657000 AMK P/S INSERT SIZE 3 22MM EA *
----------------------------------------------------------------
148657025 AMK P/S INSERT SIZE 3 22MM EA *
----------------------------------------------------------------
148658000 AMK P/S INSERT SIZE 3 24MM EA *
----------------------------------------------------------------
148659000 AMK P/S INSERT SIZE 3 26MM EA *
----------------------------------------------------------------
148661000 AMK P/S INSERT SIZE 4 10MM EA *
----------------------------------------------------------------
148661025 AMK P/S INSERT SIZE 4 10MM EA *
----------------------------------------------------------------
148662000 AMK P/S INSERT SIZE 4 12MM EA *
----------------------------------------------------------------
148662025 AMK P/S INSERT SIZE 4 12MM EA *
----------------------------------------------------------------
148663000 AMK P/S INSERT SIZE 4 14MM EA *
----------------------------------------------------------------
148663025 AMK P/S INSERT SIZE 4 14MM EA *
----------------------------------------------------------------
148664000 AMK P/S INSERT SIZE 4 16MM EA *
----------------------------------------------------------------
148664025 AMK P/S INSERT SIZE 4 16MM EA *
----------------------------------------------------------------
148665000 AMK P/S INSERT SIZE 4 18MM EA *
----------------------------------------------------------------
148665025 AMK P/S INSERT SIZE 4 18MM EA *
----------------------------------------------------------------
148666000 AMK P/S INSERT SIZE 4 20MM EA *
----------------------------------------------------------------
148667000 AMK P/S INSERT SIZE 4 22MM EA *
----------------------------------------------------------------
148668000 AMK P/S INSERT SIZE 4 24MM EA *
----------------------------------------------------------------
148669000 AMK P/S INSERT SIZE 4 26MM EA *
----------------------------------------------------------------
148671000 AMK P/S INSERT SIZE 5 10MM EA *
----------------------------------------------------------------
148671025 AMK P/S INSERT SIZE 5 10MM EA *
----------------------------------------------------------------
148672000 AMK P/S INSERT SIZE 5 12MM EA *
----------------------------------------------------------------
148672025 AMK P/S INSERT SIZE 5 12MM EA *
----------------------------------------------------------------
148673000 AMK P/S INSERT SIZE 5 14MM EA *
----------------------------------------------------------------
148673025 AMK P/S INSERT SIZE 5 14MM EA *
----------------------------------------------------------------
148674000 AMK P/S INSERT SIZE 5 16MM EA *
----------------------------------------------------------------
148674025 AMK P/S INSERT SIZE 5 16MM EA *
----------------------------------------------------------------
148675000 AMK P/S INSERT SIZE 5 18MM EA *
----------------------------------------------------------------
148675025 AMK P/S INSERT SIZE 5 18MM EA *
----------------------------------------------------------------
148676000 AMK P/S INSERT SIZE 5 20MM EA *
----------------------------------------------------------------
148677000 AMK P/S INSERT SIZE 5 22MM EA *
----------------------------------------------------------------
148678000 AMK P/S INSERT SIZE 5 24MM EA *
----------------------------------------------------------------
148679000 AMK P/S INSERT SIZE 5 26MM EA *
----------------------------------------------------------------
148680000 AMK P/S POST 8MM EA *
----------------------------------------------------------------
148681000 AMK P/S POST 10MM EA *
----------------------------------------------------------------
148682000 AMK P/S POST 12MM EA *
----------------------------------------------------------------
148683000 AMK P/S POST 14MM EA *
----------------------------------------------------------------
148684000 AMK P/S POST 16MM EA *
----------------------------------------------------------------
148685000 AMK P/S POST 18MM EA *
----------------------------------------------------------------
148686000 AMK P/S POST 20MM EA *
----------------------------------------------------------------
148687000 AMK P/S POST 22MM EA *
----------------------------------------------------------------
148688000 AMK P/S POST 24MM EA *
----------------------------------------------------------------
148689000 AMK P/S POST 26MM EA *
----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and file separately with the Commission.
Page 25
________________________________________________________________________________
<PAGE>
COLUMBIA/HCA
----------------------------------------------------------------------
----------------------------------------------------------------------
DEPUY INC.
----------------------------------------------------------------------
January 1996
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
----------------------------------------------------------------
<S> <C> <C> <C>
148690000 AMK R/S POST 28MM EA *
----------------------------------------------------------------
148695000 AMK P/S INSERT SIZE 1 28MM EA *
----------------------------------------------------------------
148696000 AMK P/S INSERT SIZE 2 28MM EA *
----------------------------------------------------------------
148697000 AMK P/S INSERT SIZE 3 28MM EA *
----------------------------------------------------------------
148698000 AMK P/S INSERT SIZE 4 28MM EA *
----------------------------------------------------------------
148699000 AMK P/S INSERT SIZE 5 28MM EA *
----------------------------------------------------------------
148801000 AMK FEM SIZE 1 RT EA *
----------------------------------------------------------------
148802000 AMK FEM SIZE 1 LT EA *
----------------------------------------------------------------
148803000 AMK FEM SIZE 2 RT EA *
----------------------------------------------------------------
148804000 AMK FEM SIZE 2 LT EA *
----------------------------------------------------------------
148805000 AMK FEM SIZE 3 RT EA *
----------------------------------------------------------------
148806000 AMK FEM SIZE 3 LT EA *
----------------------------------------------------------------
148807000 AMK FEM SIZE 4 RT EA *
----------------------------------------------------------------
148808000 AMK FEM SIZE 4 LT EA *
----------------------------------------------------------------
148809000 AMK FEM SIZE 5 RT EA *
----------------------------------------------------------------
148810000 AMK FEM SIZE 5 RT EA *
----------------------------------------------------------------
148817000 AMK PATELLA 8.5 X 34MM EA *
----------------------------------------------------------------
148818000 AMK PATELLA 9.5 . 38MM EA *
----------------------------------------------------------------
148819000 AMK POLY PATELLA 7.5 X 30MM EA *
----------------------------------------------------------------
148819025 AMK POLY PATELLA 7.5 X 30MM EA *
----------------------------------------------------------------
148820000 AMK TIB TRAY SIZE 1+ EA *
----------------------------------------------------------------
148821000 AMK TIB TRAY SIZE 2 EA *
----------------------------------------------------------------
148822000 AMK TIB TRAY SIZE 2+ EA *
----------------------------------------------------------------
148823000 AMK TIB TRAY SIZE 3 EA *
----------------------------------------------------------------
148824000 AMK TIB TRAY SIZE 3+ EA *
----------------------------------------------------------------
148825000 AMK TIB TRAY SIZE 4 EA *
----------------------------------------------------------------
148826000 AMK TIB TRAY SIZE 4+ EA *
----------------------------------------------------------------
148827000 AMK TIB TRAY SIZE 5 EA *
----------------------------------------------------------------
148828000 AMK TIB TRAY SIZE 5+ EA *
----------------------------------------------------------------
148829000 AMK POLY PATELLA 10.0 X 40MM EA *
----------------------------------------------------------------
148829025 AMK POLY PATELLA 10.0 X 40MM EA *
----------------------------------------------------------------
148831000 AMK TIB INS SIZE 1 10MM EA *
----------------------------------------------------------------
148831025 AMK TIB INS SIZE 1 10MM EA *
----------------------------------------------------------------
148832000 AMK TIB INS SIZE 1 12MM EA *
----------------------------------------------------------------
148832025 AMK TIB INS SIZE 1 12MM EA *
----------------------------------------------------------------
148833000 AMK TIB INS SIZE 1 14MM EA *
----------------------------------------------------------------
148833025 AMK TIB INS SIZE 1 14MM EA *
----------------------------------------------------------------
148834000 AMK TIB INS SIZE 1 18MM EA *
----------------------------------------------------------------
148834025 AMK TIB INS SIZE 1 18MM EA *
----------------------------------------------------------------
148835000 AMK TIB INS SIZE 1 16MM EA *
----------------------------------------------------------------
148835025 AMK TIB INS SIZE 1 16MM EA *
----------------------------------------------------------------
148841000 AMK TIB INS SIZE 2 10MM EA *
----------------------------------------------------------------
148841025 AMK TIB INS SIZE 2 10MM EA *
----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed seperately with the Commission.
Page 26
_______________________________________________________________________________
<PAGE>
- ----------------------------------------------------------------------
COLUMBIA/HCA
- ----------------------------------------------------------------------
DEPUY INC.
- ----------------------------------------------------------------------
January 1996
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
CATALOG
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER LONG DESCRIPTION PUOM PRICE
<S> <C> <C> <C>
- ----------------------------------------------------------------------
148842000 AMK TIB INS SIZE 2 12MM EA *
- ----------------------------------------------------------------------
148842025 AMK TIB INS SIZE 2 12MM EA *
- ----------------------------------------------------------------------
148843000 AMK TIB INS SIZE 2 14MM EA *
- ----------------------------------------------------------------------
148843025 AMK TIB INS SIZE 2 14MM EA *
- ----------------------------------------------------------------------
148844000 AMK TIB IND SIZE 2 18MM EA *
- ----------------------------------------------------------------------
148844025 AMK TIB INS SIZE 2 18MM EA *
- ----------------------------------------------------------------------
148845000 AMK TIB INS SIZE 2 16MM EA *
- ----------------------------------------------------------------------
148845025 AMK TIB INS SIZE 1 16MM EA *
- ----------------------------------------------------------------------
148851000 AMK TIB INS SIZE 3 10MM EA *
- ----------------------------------------------------------------------
148851025 AMK TIB INS SIZE 3 10MM EA *
- ----------------------------------------------------------------------
148852000 AMK TIB INS SIZE 3 12MM EA *
- ----------------------------------------------------------------------
148852025 AMK TIB INS SIZE 3 12MM EA *
- ----------------------------------------------------------------------
148853000 AMK TIB INS SIZE 3 14MM EA *
- ----------------------------------------------------------------------
148853025 AMK TIB INS SIZE 3 14MM EA *
- ----------------------------------------------------------------------
148854000 AMK TIB INS SIZE 3 18MM EA *
- ----------------------------------------------------------------------
148854025 AMK TIB INS SIZE 3 18MM EA *
- ----------------------------------------------------------------------
148855000 AMK TIB INS SIZE 3 18MM EA *
- ----------------------------------------------------------------------
148855025 AMK TIB INS SIZE 5 16MM EA *
- ----------------------------------------------------------------------
148861000 AMK TIB INS SIZE 4 10MM EA *
- ----------------------------------------------------------------------
148881025 AMK TIB INS SIZE 4 10MM EA *
- ----------------------------------------------------------------------
148882000 AMK TIB INS SIZE 4 12MM EA *
- ----------------------------------------------------------------------
148863025 AMK TIB INS SIZE 4 12MM EA *
- ----------------------------------------------------------------------
148869000 AMK PATELLA 7.5 X 38MM EA *
- ----------------------------------------------------------------------
148863025 AMK TIB INS SIZE 4 14MM EA *
- ----------------------------------------------------------------------
148864000 AMK TIB INS SIZE 4 18MM EA *
- ----------------------------------------------------------------------
148864025 AMK TIB INS SIZE 4 18MM EA *
- ----------------------------------------------------------------------
148865000 AMK TIB INS SIZE 4 16MM EA *
- ----------------------------------------------------------------------
148865025 AMK TIB INS SIZE 5 16MM EA *
- ----------------------------------------------------------------------
148871000 AMK TIB INS SIZE 5 10MM EA *
- ----------------------------------------------------------------------
148871025 AMK TIB INS SIZE 5 10MM EA *
- ----------------------------------------------------------------------
148872000 AMK TIB INS SIZE 5 12MM EA *
- ----------------------------------------------------------------------
148872025 AMK TIB INS SIZE 5 12MM EA *
- ----------------------------------------------------------------------
148873000 AMK TIB INS SIZE 5 14MM EA *
- ----------------------------------------------------------------------
148873025 AMK TIB INS SIZE 5 14MM EA *
- ----------------------------------------------------------------------
148874000 AMK TIB INS SIZE 5 18MM EA *
- ----------------------------------------------------------------------
148875025 AMK TIB INS SIZE 5 18MM EA *
- ----------------------------------------------------------------------
148881000 AMK POLY PATELLA 8.5 X 34MM EA *
- ----------------------------------------------------------------------
148881025 AMK POLY PATELLA 8.5 34MM EA *
- ----------------------------------------------------------------------
148883000 AMK POLY PATELLA 9.5 X 38MM EA *
- ----------------------------------------------------------------------
148883025 AMK POLY PATELLA 9.5 X 38MM EA *
- ----------------------------------------------------------------------
148889000 AMK PATELLA 7.5 X 30MM EA *
- ----------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
Page 27
<PAGE>
-----------------------------------------------------------------
COLUMBIA/HCA
-----------------------------------------------------------------
-----------------------------------------------------------------
DEPUY INC.
-----------------------------------------------------------------
January 1996
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
-----------------------------------------------------------------
<S> <C> <C> <C>
148890500 AMK UNIVERSAL STEM 10MMX50MM EA *
-----------------------------------------------------------------
148891000 AMK UNIVERSAL STEM 10 X 70MM EA *
-----------------------------------------------------------------
148892500 AMK UNIVERSAL STEM 10MMX70MM EA *
-----------------------------------------------------------------
148893000 AMK UNIVERSAL STEM 14 X 70MM EA *
-----------------------------------------------------------------
148894000 AMK UNIVERSAL STEM 10 X 110MM EA *
-----------------------------------------------------------------
148895000 AMK UNIVERSAL STEM 14 X 110MM EA *
-----------------------------------------------------------------
148896000 AMK UNIVERSAL STEM 10 X 50MM EA *
-----------------------------------------------------------------
148897000 AMK PATELLA 10 X 40MM EA *
-----------------------------------------------------------------
148899000 AMK REVISION TIBIA PIN EA *
-----------------------------------------------------------------
148901000 AMK UNIV FEMORAL SIZE 1 EA *
-----------------------------------------------------------------
148902000 AMK UNIV FEMORAL SIZE 2 EA *
-----------------------------------------------------------------
148903000 AMK UNIV FEMORAL SIZE 3 EA *
-----------------------------------------------------------------
148904000 AMK UNIV FEMORAL SIZE 4 EA *
-----------------------------------------------------------------
148905000 AMK UNIV FEMORAL SIZE 5 EA *
-----------------------------------------------------------------
148913000 AMK FEMORAL SIZE 2+ RT EA *
-----------------------------------------------------------------
148914000 AMK FEMORAL SIZE 2+ LT EA *
-----------------------------------------------------------------
148915000 AMK FEMORAL SIZE 3+ RT EA *
-----------------------------------------------------------------
148916000 AMK FEMORAL SIZE 3+ LT EA *
-----------------------------------------------------------------
148931000 AMK ALL POLY TIB SZ 1/2 10MM EA *
-----------------------------------------------------------------
148932000 AMK ALL POLY TIB SZ 1/2 12MM EA *
-----------------------------------------------------------------
148933000 AMK ALL POLY TIB SZ 1/2 14MM EA *
-----------------------------------------------------------------
148934000 AMK ALL POLY TIB SZ 1/2 16MM EA *
-----------------------------------------------------------------
148941000 AMK ALL POLY TIB SZ 2/3 10MM EA *
-----------------------------------------------------------------
148941025 AMK ALL POLY TIB SZ 2/3 10MM EA *
-----------------------------------------------------------------
148942000 AMK ALL POLY TIB SZ 2/3 12MM EA *
-----------------------------------------------------------------
148942025 AMK ALL POLY TIB SZ 2/3 12MM EA *
-----------------------------------------------------------------
148943000 AMK ALL POLY TIB SZ 2/3 14MM EA *
-----------------------------------------------------------------
148944000 AMK ALL POLY TIB SZ 2/3 16MM EA *
-----------------------------------------------------------------
148951000 AMK ALL POLY TIB SZ 3/4 10MM EA *
-----------------------------------------------------------------
148951025 AMK ALL POLY TIB SZ 3/4 10MM EA *
-----------------------------------------------------------------
148952000 AMK ALL POLY TIB SZ 3/4 12MM EA *
-----------------------------------------------------------------
148953000 AMK ALL POLY TIB SZ 3/4 14MM EA *
-----------------------------------------------------------------
148953025 AMK ALL POLY TIB SZ 3/4 14MM EA *
-----------------------------------------------------------------
148954000 AMK ALL POLY TIB SZ 3/4 16MM EA *
-----------------------------------------------------------------
148961000 AMK ALL POLY TIB SZ 4/5 10MM EA *
-----------------------------------------------------------------
148962000 AMK ALL POLY TIB SZ 4/5 12MM EA *
-----------------------------------------------------------------
148963000 AMK ALL POLY TIB SZ 4/5 14MM EA *
-----------------------------------------------------------------
148964000 AMK ALL POLY TIB SZ 4/5 16MM EA *
-----------------------------------------------------------------
149630501 LCS POL PCR TIM 20.0MM 3/STD EA *
-----------------------------------------------------------------
149659501 LCS POL PCR TIM 17.5MM 6/LG+ EA *
-----------------------------------------------------------------
149761000 LCS ALL POLY FXD PAT SZ1 SM EA *
-----------------------------------------------------------------
149762000 LCS ALL POLY FXD PAT SZ2 SM+ EA *
-----------------------------------------------------------------
149763000 LCS ALL POLY FXD PAT SZ3 STD EA *
-----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
Page 28
________________________________________________________________________________
<PAGE>
COLUMBIA/HCA
-----------------------------------------------------------------
-----------------------------------------------------------------
DEPUY INC.
-----------------------------------------------------------------
January 1996
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
-----------------------------------------------------------------
<S> <C> <C> <C>
149764000 LCS ALL POLY FXD PAT SZ4 STD+ EA *
-----------------------------------------------------------------
149765000 LCS ALL POLY FXD PAT SZ5 LG EA *
-----------------------------------------------------------------
149766000 LCS ALL POLY FXD PAT SZ6 LG4 EA *
-----------------------------------------------------------------
152012000 PRODIGY SM STAT SHT LT 10.5MM EA *
-----------------------------------------------------------------
152013000 PRODIGY SM STAT SHT LT 10.5MM EA *
-----------------------------------------------------------------
152016000 PRODIGY SM STAT SHT LT 12.0MM EA *
-----------------------------------------------------------------
152017000 PRODIGY SM STAT SHT RT 12.0MM EA *
-----------------------------------------------------------------
152020000 PRODIGY SM STAT LNG LT 13.5MM EA *
-----------------------------------------------------------------
152021000 PRODIGY SM STAT LNG RT 13.5MM EA *
-----------------------------------------------------------------
152024000 PRODIGY SM STAT LNG LT 15.0MM EA *
-----------------------------------------------------------------
152025000 PRODIGY SM STAT LNG RT 15.0MM EA *
-----------------------------------------------------------------
152028000 PRODIGY SM STAT LNG LT 16.5MM EA *
-----------------------------------------------------------------
152029000 PRODIGY SM STAT LNG RT 16.5MM EA *
-----------------------------------------------------------------
152032000 PRODIGY SM STAT LNG LT 18.0MM EA *
-----------------------------------------------------------------
152033000 PRODIGY SM STAT LNG RT 18.0MM EA *
-----------------------------------------------------------------
152036000 PRODIGY SM STAT LNG LT 19.5MM EA *
-----------------------------------------------------------------
152037000 PRODIGY SM STAT LNG RT 19.5MM EA *
-----------------------------------------------------------------
152042000 PRODIGY LG STAT SHT LT 10.5MM EA *
-----------------------------------------------------------------
152043000 PRODIGY LG STAT SHT RT 10.5MM EA *
-----------------------------------------------------------------
152046000 PRODIGY LG STAT SHT LT 12.0MM EA *
-----------------------------------------------------------------
152047000 PRODIGY LG STAT SHT RT 12.0MM EA *
-----------------------------------------------------------------
152050000 PRODIGY LG STAT LNG LT 13.5MM EA *
-----------------------------------------------------------------
152051000 PRODIGY LG STAT LNG RT 13.5MM EA *
-----------------------------------------------------------------
152054000 PRODIGY LG STAT LNG LT 15.0MM EA *
-----------------------------------------------------------------
152055000 PRODIGY LG STAT LNG RT 15.0MM EA *
-----------------------------------------------------------------
152058000 PRODIGY LG STAT LNG LT 16.5MM EA *
-----------------------------------------------------------------
152059000 PRODIGY LG STAT LNG RT 16.5MM EA *
-----------------------------------------------------------------
152062000 PRODIGY LG STAT LNG LT 18.00MM EA *
-----------------------------------------------------------------
152063000 PRODIGY LG STAT LNG RT 18.00MM EA *
-----------------------------------------------------------------
152066000 PRODIGY LG STAT LNG LT 19.5MM EA *
-----------------------------------------------------------------
152067000 PRODIGY LG STAT LNG RT 19.5MM EA *
-----------------------------------------------------------------
152084000 PRODIGY X-LG STAT LT 15.0MM EA *
-----------------------------------------------------------------
152085000 PRODIGY X-LG STAT RT 15.0MM EA *
-----------------------------------------------------------------
152088000 PRODIGY X-LG STAT LT 16.5MM EA *
-----------------------------------------------------------------
152089000 PRODIGY X-LG STAT RT 16.5MM EA *
-----------------------------------------------------------------
152092000 PRODIGY X-LG STAT LT 18.0MM EA *
-----------------------------------------------------------------
152093000 PRODIGY X-LG STAT RT 18.0MM EA *
-----------------------------------------------------------------
152101000 ENDURANCE SZ 1 STD OFFSET EA *
-----------------------------------------------------------------
152102000 ENDURANCE SZ 2 STD OFFSET EA *
-----------------------------------------------------------------
152103000 ENDURANCE SZ 3 STD OFFSET EA *
-----------------------------------------------------------------
152104000 ENDURANCE SZ 4 STD OFFSET EA *
-----------------------------------------------------------------
152105000 ENDURANCE SZ 5 STD OFFSET EA *
-----------------------------------------------------------------
152111000 ENDURANCE SZ 1 HIGH OFFSET EA *
-----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
Page 29
<PAGE>
- --------------------------------------------------------------------------------
COLUMBIA/HCA
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DEPUY INC.
- --------------------------------------------------------------------------------
January 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CATALOG
- --------------------------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
- --------------------------------------------------------------------------------
152112000 ENDURANCE SZ 2 HIGH OFFSET EA *
- --------------------------------------------------------------------------------
152113000 ENDURANCE SZ 3 HIGH OFFSET EA *
- --------------------------------------------------------------------------------
152114000 ENDURANCE SZ 4 HIGH OFFSET EA *
- --------------------------------------------------------------------------------
152115000 ENDURNACE SZ 5 HIGH OFFSET EA *
- --------------------------------------------------------------------------------
152121000 ENDURANCE SZ 2 1AQMM EA *
- --------------------------------------------------------------------------------
152122000 ENDURANCE SZ 3 1QQMM EA *
- --------------------------------------------------------------------------------
152123000 ENDURANCE SZ 4 2QQMM EA *
- --------------------------------------------------------------------------------
152124000 ENDURANCE SZ 2 23QMM EA *
- --------------------------------------------------------------------------------
152125000 ENDURANCE SZ 3 24QMM EA *
- --------------------------------------------------------------------------------
152126000 ENDURANCE SZ 4 25QMM EA *
- --------------------------------------------------------------------------------
152131000 ENDURANCE CDH STEM EA *
- --------------------------------------------------------------------------------
152180001 LUSTER HIP SZ 1 EA *
- --------------------------------------------------------------------------------
152180002 LUSTER HIP SZ 2 EA *
- --------------------------------------------------------------------------------
152180004 LUSTER HIP SZ 4 EA *
- --------------------------------------------------------------------------------
153012000 REPLICA SM STAT SHT LT 10.5MM EA *
- --------------------------------------------------------------------------------
153013000 REPLICA SM STAT SHT RT 10.5MM EA *
- --------------------------------------------------------------------------------
153016000 REPLICA SM STAT SHTLT 12.0MM EA *
- --------------------------------------------------------------------------------
153017000 REPLICA SM STAT SHT RT 12.0MM EA *
- --------------------------------------------------------------------------------
153020000 REPLICA SM STAT LNG LT 13.5MM EA *
- --------------------------------------------------------------------------------
153021000 REPLICA SM STAT LNG LT 13.5MM EA *
- --------------------------------------------------------------------------------
153024000 REPLICA SM STAT LNG LT 15.0MM EA *
- --------------------------------------------------------------------------------
153025000 REPLICA SM STAT LNG RT 15.0MM EA *
- --------------------------------------------------------------------------------
153028000 REPLICA SM STAT LNG LT 16.5MM EA *
- --------------------------------------------------------------------------------
153029000 REPLICA SM STAT LNG LT 18.0MM EA *
- --------------------------------------------------------------------------------
153033000 REPLICA SM STAT LNG RT 18.0MM EA *
- --------------------------------------------------------------------------------
153042000 REPLICA LG STAT SHT LT 10.5MM EA *
- --------------------------------------------------------------------------------
153043000 REPLICA LG STAT SHT RT 10.5MM EA *
- --------------------------------------------------------------------------------
153046000 REPLICA LG STAT SHT LT 12.0MM EA *
- --------------------------------------------------------------------------------
153047000 REPLICA LG STAT SHT RT 12.0MM EA *
- --------------------------------------------------------------------------------
153050000 REPLICA LG STAT LNG LT 13.5MM EA *
- --------------------------------------------------------------------------------
153051000 REPLICA LG STAT LNG RT 13.5MM EA *
- --------------------------------------------------------------------------------
153054000 REPLICA LG STAT LNG LT 15.0MM EA *
- --------------------------------------------------------------------------------
153055000 REPLICA LG STAT LNG RT 15.0MM EA *
- --------------------------------------------------------------------------------
153058000 REPLICA LG STAT LNG LT 16.5MM EA *
- --------------------------------------------------------------------------------
153059000 RREPLIC LG STAT LNG RT 16.5MM EA *
- --------------------------------------------------------------------------------
153062000 REPLICA LG STATLNG LT 18.0MM EA *
- --------------------------------------------------------------------------------
153063000 REPLICALG STAT LNG RT 18.0MM EA *
- --------------------------------------------------------------------------------
153084000 REPLICA X-LG STAT LT 16.0MM EA *
- --------------------------------------------------------------------------------
153085000 REPLICA X-LG STAT RT 15.0MM EA *
- --------------------------------------------------------------------------------
153088000 REPLICA X-LG STAT LT 16.5MM EA *
- --------------------------------------------------------------------------------
153089000 REPLICA X-LG STAT RT 16.5MM EA *
- --------------------------------------------------------------------------------
154012000 PARAMOUNTHIP SIZE - LEFT EA *
*Confidential portions omitted and filed seperatley with the commission
<PAGE>
-----------------------------------------------------------------
COLUMBIA/HCA
-----------------------------------------------------------------
-----------------------------------------------------------------
DEPUY INC.
-----------------------------------------------------------------
January 1996
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
-----------------------------------------------------------------
<S> <C> <C> <C>
154013000 PARAMOUNT HIP SIZE 1 RIGHT EA *
-----------------------------------------------------------------
154014000 PARAMOUNT HIP SIZE 2 LEFT EA *
-----------------------------------------------------------------
154015000 PARAMOUNT HIP SIZE 2 RIGHT EA *
-----------------------------------------------------------------
154016000 PARAMOUNT HIP SIZE 3 LEFT EA *
-----------------------------------------------------------------
154017000 PARAMOUNT HIP SIZE 3 RIGHT EA *
-----------------------------------------------------------------
154018000 PARAMOUNT HIP SIZE 4 LEFT EA *
-----------------------------------------------------------------
154019000 PARAMOUNT HIP SIZE 4 RIGHT EA *
-----------------------------------------------------------------
155114000 AML/TL HYL REP LINER 28X44LP EA *
-----------------------------------------------------------------
155116000 AML/TL HYL REP LINER 28X46LP EA *
-----------------------------------------------------------------
155118000 AML/TL HYL REP LINER 28X48LP EA *
-----------------------------------------------------------------
155120000 AML/TL HYL REP LINER 28X50LP EA *
-----------------------------------------------------------------
155122000 AML/TL HYL REP LINER 28X52LP EA *
-----------------------------------------------------------------
155124000 AML/TL HYL REP LINER 28X54LP EA *
-----------------------------------------------------------------
155126000 AML/TL HYL REP LINER 28X56LP EA *
-----------------------------------------------------------------
155128000 AML/TL HYL REP LINER 28X58LP EA *
-----------------------------------------------------------------
155144000 AML/TL HYL REP LINER 32X44LP EA *
-----------------------------------------------------------------
155146000 AML/TL HYL REP LINER 32X46LP EA *
-----------------------------------------------------------------
155148000 AML/TL HYL REP LINER 32X48LP EA *
-----------------------------------------------------------------
155150000 AML/TL HYL REP LINER 32X50LP EA *
-----------------------------------------------------------------
155152000 AML/TL HYL REP LINER 32X52LP EA *
-----------------------------------------------------------------
155154000 AML/TL HYL REP LINER 32X54LP EA *
-----------------------------------------------------------------
155154025 AML/TL HYL REP LINER 32X54LP EA *
-----------------------------------------------------------------
155156000 AML/TL HYL REP LINER 32X56LP EA *
-----------------------------------------------------------------
155158000 AML/TL HYL REP LINER 32X58LP EA *
-----------------------------------------------------------------
155214000 AML/TL HYL REP LINER 28X44SP EA *
-----------------------------------------------------------------
155216000 AML/TL HYL REP LINER 28X48SP EA *
-----------------------------------------------------------------
155218000 AML/TL HYL REP LINER 28X48SP EA *
-----------------------------------------------------------------
155220000 AML/TL HYL REP LINER 28X50SP EA *
-----------------------------------------------------------------
155222000 AML/TL HYL REP LINER 28X52SP EA *
-----------------------------------------------------------------
155224000 AML/TL HYL REP LINER 28X54SP EA *
-----------------------------------------------------------------
155226000 AML/TL HYL REP LINER 28X58SP EA *
-----------------------------------------------------------------
155228000 AML/TL HYL REP LINER 28X58SP EA *
-----------------------------------------------------------------
155244000 AML/TL HYL REP LINER 32X44SP EA *
-----------------------------------------------------------------
155246000 AML/TL HYL REP LINER 32X46SP EA *
-----------------------------------------------------------------
155248000 AML/TL HYL REP LINER 32X48SP EA *
-----------------------------------------------------------------
155250000 AML/TL HYL REP LINER 32X50SP EA *
-----------------------------------------------------------------
155252000 AML/TL HYL REP LINER 32X52SP EA *
-----------------------------------------------------------------
155254000 AML/TL HYL REP LINER 32X54SP EA *
-----------------------------------------------------------------
155258000 AML/TL HYL REP LINER 32X58SP EA *
-----------------------------------------------------------------
155258000 AML/TL HYL REP LINER 32X58SP EA *
-----------------------------------------------------------------
168801000 AMK TEXTURED FEM SZ I RT EA *
-----------------------------------------------------------------
168801501 FISHER KNEE TIBIAL TRAY SZ 1+ EA *
-----------------------------------------------------------------
168801502 FISHER KNEE TIBIAL TRAY SZ 2 EA *
-----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed seperately with the Commission.
Page 31
________________________________________________________________________________
<PAGE>
-----------------------------------------------------------------
COLUMBIA/HCA
-----------------------------------------------------------------
-----------------------------------------------------------------
DEPUY INC.
-----------------------------------------------------------------
January 1996
-----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
-----------------------------------------------------------------
<S> <C> <C> <C>
168801503 FISHER KNEE TIBIAL TRAY SZ 3 EA *
-----------------------------------------------------------------
168801504 FISHER KNEE TIBIAL TRAY SZ 4 EA *
-----------------------------------------------------------------
168801505 FISHER KNEE TIBIAL TRAY SZ 5 EA *
-----------------------------------------------------------------
168801570 FISHER PATELLA 30MM EA *
-----------------------------------------------------------------
168801571 FISHER PATELLA 34MM EA *
-----------------------------------------------------------------
168801572 FISHER PATELLA 36MM EA *
-----------------------------------------------------------------
168801573 FISHER PATELLA 40MM EA *
-----------------------------------------------------------------
168802000 AMK TEXTURED FEM SZ 1 LT EA *
-----------------------------------------------------------------
168803000 AMK TEXTURED FEM SZ 2 RT EA *
-----------------------------------------------------------------
168804000 AMK TEXTURED FEM SZ 2 LT EA *
-----------------------------------------------------------------
168805000 AMK TEXTURED FEM SZ 3 RT EA *
-----------------------------------------------------------------
168806000 AMK TEXTURED FEM SZ 3 LT EA *
-----------------------------------------------------------------
168807000 AMK TEXTURED FEM SZ 4 RT EA *
-----------------------------------------------------------------
168808000 AMK TEXTURED FEM SZ 4 LT EA *
-----------------------------------------------------------------
168809000 AMK TEXTURED FEM SZ 5 RT EA *
-----------------------------------------------------------------
168810000 AMK TEXTURED FEM SZ 5 LT EA *
-----------------------------------------------------------------
168813000 AMK TEX FEM SIZE 2+RT EA *
-----------------------------------------------------------------
168814000 AMK TEX FEM SIZE 2+LT EA *
-----------------------------------------------------------------
168815000 AMK TEX FEM SIZE 3+RT EA *
-----------------------------------------------------------------
168816000 AMK TEX FEM SIZE 3+LT EA *
-----------------------------------------------------------------
168820000 AMK TEXTURED TIB TRAY SZ 1+ EA *
-----------------------------------------------------------------
168821000 AMK TEXTURED TIB TRAY SZ 2 EA *
-----------------------------------------------------------------
168822000 AMK TEXTURED TIB TRAY SZ 2+ EA *
-----------------------------------------------------------------
168823000 AMK TEXTURED TIB TRAY SZ 3 EA *
-----------------------------------------------------------------
168824000 AMK TEXTURED TIB TRAY SZ 3+ EA *
-----------------------------------------------------------------
168825000 AMK TEXTURED TIB TRAY SZ 4 EA *
-----------------------------------------------------------------
168826000 AMK TEXTURED TIB TRAY SZ 4+ EA *
-----------------------------------------------------------------
168827000 AMK TEXTURED TIB TRAY SZ 5 EA *
-----------------------------------------------------------------
168828000 AMK TEXTURED TIB TRAY SZ 5+ EA *
-----------------------------------------------------------------
168831000 AMK CONS TIB INS SIZE 1 10MM EA *
-----------------------------------------------------------------
168832000 AMK CONS TIB INS SIZE 1 12MM EA *
-----------------------------------------------------------------
168832025 AMK CONS TIB INS SIZE 1 12MM EA *
-----------------------------------------------------------------
168833000 AMK CONS TIB INS SIZE 1 14MM EA *
-----------------------------------------------------------------
168833025 AMK CONS TIB INS SIZE 1 14MM EA *
-----------------------------------------------------------------
168834000 AMK CONS TIB INS SIZE 1 18MM EA *
-----------------------------------------------------------------
168834025 AMK CONS TIB INS SIZE 1 18MM EA *
-----------------------------------------------------------------
168835000 AMK CONS TIB INS SIZE 1 16MM EA *
-----------------------------------------------------------------
168835025 AMK CONS TIB INS SIZE 1 16MM EA *
-----------------------------------------------------------------
168841000 AMK CONS TIB INS SIZE 2 10MM EA *
-----------------------------------------------------------------
168841025 AMK CONS TIB INS SIZE 2 10MM EA *
-----------------------------------------------------------------
168842000 AMK CONS TIB INS SIZE 2 12MM EA *
-----------------------------------------------------------------
168842025 AMK CONS TIB INS SIZE 2 12MM EA *
-----------------------------------------------------------------
168843000 AMK CONS TIB INS SIZE 2 14MM EA *
-----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
Page 32
________________________________________________________________________________
<PAGE>
----------------------------------------------------------------
COLUMBIA/HCA
----------------------------------------------------------------
----------------------------------------------------------------
DEPUY INC.
----------------------------------------------------------------
January 1996
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
----------------------------------------------------------------
<S> <C> <C> <C>
168843025 AMK CONS TIB INS SIZE 2 14MM EA *
----------------------------------------------------------------
168844000 AMK CONS TIB INS SIZE 2 18MM EA *
----------------------------------------------------------------
168844025 AMK CONS TIB INS SIZE 2 18MM EA *
----------------------------------------------------------------
168845000 AMK CONS TIB INS SIZE 2 16MM EA *
----------------------------------------------------------------
168845025 AMK CONS TIB INS SIZE 2 16MM EA *
----------------------------------------------------------------
168851000 AMK CONS TIB INS SIZE 3 10MM EA *
----------------------------------------------------------------
168851025 AMK CONS TIB INS SIZE 3 10MM EA *
----------------------------------------------------------------
168852000 AMK CONS TIB INS SIZE 3 12MM EA *
----------------------------------------------------------------
168851025 AMK CONS TIB INS SIZE 3 12MM EA *
----------------------------------------------------------------
168853000 AMK CONS TIB INS SIZE 3 14MM EA *
----------------------------------------------------------------
168853025 AMK CONS TIB INS SIZE 3 14MM EA *
----------------------------------------------------------------
168854000 AMK CONS TIB INS SIZE 3 18MM EA *
----------------------------------------------------------------
168854025 AMK CONS TIB INS SIZE 3 18MM EA *
----------------------------------------------------------------
168855000 AMK CONS TIB INS SIZE 3 16MM EA *
----------------------------------------------------------------
168855025 AMK CONS TIB INS SIZE 3 16MM EA *
----------------------------------------------------------------
168861000 AMK CONS TIB INS SIZE 4 10MM EA *
----------------------------------------------------------------
168861025 AMK CONS TIB INS SIZE 4 10MM EA *
----------------------------------------------------------------
168862000 AMK CONS TIB INS SIZE 4 12MM EA *
----------------------------------------------------------------
168862025 AMK CONS TIB INS SIZE 4 12MM EA *
----------------------------------------------------------------
168863000 AMK CONS TIB INS SIZE 4 14MM EA *
----------------------------------------------------------------
168863025 AMK CONS TIB INS SIZE 4 14MM EA *
----------------------------------------------------------------
168864000 AMK CONS TIB INS SIZE 4 18MM EA *
----------------------------------------------------------------
168864025 AMK CONS TIB INS SIZE 4 18MM EA *
----------------------------------------------------------------
168865000 AMK CONS TIB INS SIZE 4 16MM EA *
----------------------------------------------------------------
168865025 AMK CONS TIB INS SIZE 4 16MM EA *
----------------------------------------------------------------
168871000 AMK CONS TIB INS SIZE 5 10MM EA *
----------------------------------------------------------------
168871025 AMK CONS TIB INS SIZE 5 10MM EA *
----------------------------------------------------------------
168872000 AMK CONS TIB INS SIZE 5 12MM EA *
----------------------------------------------------------------
168872025 AMK CONS TIB INS SIZE 5 12MM EA *
----------------------------------------------------------------
168873000 AMK CONS TIB INS SIZE 5 14MM EA *
----------------------------------------------------------------
168873025 AMK CONS TIB INS SIZE 5 14MM EA *
----------------------------------------------------------------
168874000 AMK CONS TIB INS SIZE 5 18MM EA *
----------------------------------------------------------------
168874025 AMK CONS TIB INS SIZE 5 18MM EA *
----------------------------------------------------------------
168875000 AMK CONS TIB INS SIZE 5 16MM EA *
----------------------------------------------------------------
168875025 AMK CONS TIB INS SIZE 5 16MM EA *
----------------------------------------------------------------
171500000 ORTHOCHROME WIRE MESH EA *
----------------------------------------------------------------
173918000 CONTROL CABLE SLEEVE 1.6 COCR EA *
----------------------------------------------------------------
173928000 CONTROL CABLE W/CABLE SLEEVE EA *
----------------------------------------------------------------
186601000 AMK POST-STAB FEM SZ1 RT EA *
----------------------------------------------------------------
186602000 AMK POST-STAB FEM SZ1 LT EA *
----------------------------------------------------------------
186603000 AMK POST-STAB FEM SZ2 RT EA *
----------------------------------------------------------------
186604000 AMK POST-STAB FEM SZ2 LT EA *
----------------------------------------------------------------
186605000 AMK POST-STAB FEM SZ3 RT EA *
----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission
Page 33
________________________________________________________________________________
<PAGE>
-------------------------------------------------------------------
COLUMBIA/HCA
-------------------------------------------------------------------
-------------------------------------------------------------------
DEPUY INC.
-------------------------------------------------------------------
January 1996
-------------------------------------------------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-------------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
<S> <C> <C> <C>
-------------------------------------------------------------------
186606000 AMK POST-STAB FEM SZ3 LT EA *
-------------------------------------------------------------------
186607000 AMK POST-STAB FEM SZ4 RT EA *
-------------------------------------------------------------------
186608000 AMK POST-STAB FEM SZ4 LT EA *
-------------------------------------------------------------------
186609000 AMK POST-STAB FEM SZ5 RT EA *
-------------------------------------------------------------------
186610000 AMK POST-STAB FEM SZ5 LT EA *
-------------------------------------------------------------------
186620000 AMK TEX POST-STAB FEM SZ1 RT EA *
-------------------------------------------------------------------
186621000 AMK TEX POST-STAB FEM SZ1 LT EA *
-------------------------------------------------------------------
186622000 AMK TEX POST-STAB FEM SZ1 RT EA *
-------------------------------------------------------------------
186623000 AMK TEX POST-STAB FEM SZ2 LT EA *
-------------------------------------------------------------------
186624000 AMK TEX POST-STAB FEM SZ3 RT EA *
-------------------------------------------------------------------
186625000 AMK TEX POST-STAB FEM SZ3 LT EA *
-------------------------------------------------------------------
186626000 AMK TEX POST-STAB FEM SZ4 RT EA *
-------------------------------------------------------------------
186627000 AMK TEX POST-STAB FEM SZ4 LT EA *
-------------------------------------------------------------------
186628000 AMK TEX POST-STAB FEM SZ5 RT EA *
-------------------------------------------------------------------
186629000 AMK TEX POST-STAB FEM SZ5 LT EA *
-------------------------------------------------------------------
188830000 AMK CEM FIX STEM TIB SZ 1+ EA *
-------------------------------------------------------------------
188831000 AMK CEM FIX STEM TIB SZ 2 EA *
-------------------------------------------------------------------
188832000 AMK CEM FIX STEM TIB SZ 2+ EA *
-------------------------------------------------------------------
188833000 AMK CEM FIX STEM TIB SZ 3 EA *
-------------------------------------------------------------------
188834000 AMK CEM FIX STEM TIB SZ 3+ EA *
-------------------------------------------------------------------
188835000 AMK CEM FIX STEM TIB SZ 4 EA *
-------------------------------------------------------------------
188836000 AMK CEM FIX STEM TIB SZ 4+ EA *
-------------------------------------------------------------------
188837000 AMK CEM FIX STEM TIB SZ 5 EA *
-------------------------------------------------------------------
188838000 AMK CEM FIX STEM TIB SZ 5+ EA *
-------------------------------------------------------------------
188840000 AMK PORO TI TIB TRAY SZ 1+ EA *
-------------------------------------------------------------------
188841000 AMK PORO TI TIB TRAY SZ 2 EA *
-------------------------------------------------------------------
188843000 AMK PORO TI TIB TRAY SZ 3 EA *
-------------------------------------------------------------------
188845000 AMK PORO TI TIB TRAY SZ 4 EA *
-------------------------------------------------------------------
188847000 AMK PORO TI TIB TRAY SZ 5 EA *
-------------------------------------------------------------------
188878000 AMK PRIMARY LOCKING PIN EA *
-------------------------------------------------------------------
195601000 CONGRUENCY PS FEM SZ1 R EA *
-------------------------------------------------------------------
195602000 CONGRUENCY PS FEM SZ1 L EA *
-------------------------------------------------------------------
195603000 CONGRUENCY PS FEM SZ2 R EA *
-------------------------------------------------------------------
195603502 AMK CONGRUENCY PS RR FEM SZ2 R EA *
-------------------------------------------------------------------
195604000 CONGRUENCY PS FEM SZ2 L EA *
-------------------------------------------------------------------
195605000 CONGRUENCY PS FEM SZ3 R EA *
-------------------------------------------------------------------
195605502 AMK CONGRUENCY PS RR FEM SZ3 R EA *
-------------------------------------------------------------------
195606000 CONGRUENCY PS FEM SZ3 L EA *
-------------------------------------------------------------------
195607000 CONGRUENCY PS FEM SZ4 R EA *
-------------------------------------------------------------------
195607502 AMK CONGRUENCY PS RR FEM SZ4 R EA *
-------------------------------------------------------------------
195608000 CONGRUENCY PS FEM SZ4 L EA *
-------------------------------------------------------------------
195609000 CONGRUENCY PS FEM SZ5 R EA *
-------------------------------------------------------------------
195610000 CONGRUENCY PS FEM SZ5 L EA *
-------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
Page 34
________________________________________________________________________________
<PAGE>
-----------------------------------------------------------------
COLUMBIA/HCA
-----------------------------------------------------------------
-----------------------------------------------------------------
DEPUY INC.
-----------------------------------------------------------------
JANUARY 1996
-----------------------------------------------------------------
-----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
<S> <C> <C> <C>
-----------------------------------------------------------------
196803998 CUST CRT CEMENT STEM 10X140MM EA *
-----------------------------------------------------------------
196803999 CUST CRT CEMENT STEM 10X160MM EA *
-----------------------------------------------------------------
197031000 AMK ALL POLY PS SZ 1 10MM EA *
-----------------------------------------------------------------
197302000 AMK ALL POLY PS SZ 1 12MM EA *
-----------------------------------------------------------------
197303000 AMK ALL POLY PS SZ 1 14MM EA *
-----------------------------------------------------------------
197304000 AMK ALL POLY PS SZ 1 16MM EA *
-----------------------------------------------------------------
197305000 AMK ALL POLY PS SZ 2 18MM EA *
-----------------------------------------------------------------
197041000 AMK ALL POLY PS SZ 2 10MM EA *
-----------------------------------------------------------------
197042000 AMK ALL POLY PS SZ 2 12MM EA *
-----------------------------------------------------------------
197043000 AMK ALL POLY PS SZ 2 14MM EA *
-----------------------------------------------------------------
197044000 AMK ALL POLY PS SZ 2 16MM EA *
-----------------------------------------------------------------
197045000 AMK ALL POLY PS SZ 2 18MM EA *
-----------------------------------------------------------------
197051000 AMK ALL POLY PS SZ 3 10MM EA *
-----------------------------------------------------------------
197052000 AMK ALL POLY PS SZ 3 12MM EA *
-----------------------------------------------------------------
197053000 AMK ALL POLY PS SZ 3 14MM EA *
-----------------------------------------------------------------
197054000 AMK ALL POLY PS SZ 3 16MM EA *
-----------------------------------------------------------------
197055000 AMK ALL POLY PS SZ 3 18MM EA *
-----------------------------------------------------------------
197061000 AMK ALL POLY PS SZ 4 10MM EA *
-----------------------------------------------------------------
197062000 AMK ALL POLY PS SZ 4 12MM EA *
-----------------------------------------------------------------
197063000 AMK ALL POLY PS SZ 4 14MM EA *
-----------------------------------------------------------------
197064000 AMK ALL POLY PS SZ 4 16MM EA *
-----------------------------------------------------------------
197065000 AMK ALL POLY PS SZ 4 18MM EA *
-----------------------------------------------------------------
197071000 AMK ALL POLY PS SZ 5 10MM EA *
-----------------------------------------------------------------
197072000 AMK ALL POLY PS SZ 5 12MM EA *
-----------------------------------------------------------------
197073000 AMK ALL POLY PS SZ 5 14MM EA *
-----------------------------------------------------------------
197074000 AMK ALL POLY PS SZ 5 16MM EA *
-----------------------------------------------------------------
197075000 AMK ALL POLY PS SZ 5 18MM EA *
-----------------------------------------------------------------
198830000 AMK CEMENT CRX TIB TRAY SZ 1+ EA *
-----------------------------------------------------------------
198831000 AMK CEMENT CRX TIB TRAY SZ 2 EA *
-----------------------------------------------------------------
198832000 AMK CEMENT CRX TIB TRAY SZ 2+ EA *
-----------------------------------------------------------------
198833000 AMK CEMENT CRX TIB TRAY SZ 3 EA *
-----------------------------------------------------------------
198834000 AMK CEMENT CRX TIB TRAY SZ 3+ EA *
-----------------------------------------------------------------
198835000 AMK CEMENT CRX TIB TRAY SZ 4 EA *
-----------------------------------------------------------------
198836000 AMK CEMENT CRX TIB TRAY SZ 4+ EA *
-----------------------------------------------------------------
198837000 AMK CEMENT CRX TIB TRAY SZ 5 EA *
-----------------------------------------------------------------
198838000 AMK CEMENT CRX TIB TRAY SZ 5+ EA *
-----------------------------------------------------------------
199603501 STAB HIP PC 12-20 SM WCS EA *
-----------------------------------------------------------------
199603502 STAB HIP PC 12-20 SM WCS EA *
-----------------------------------------------------------------
199603503 STAB HIP PC 12-22 SM WCS EA *
-----------------------------------------------------------------
199603504 STAB HIP PC 12-22 SM WCS EA *
-----------------------------------------------------------------
199603505 STAB HIP PC 14-22 SM WCS EA *
-----------------------------------------------------------------
199603506 STAB HIP PC 14-22 SM WCS EA *
-----------------------------------------------------------------
199603507 STAB HIP PC 14-24 SM WCS EA *
-----------------------------------------------------------------
</TABLE>
* Confidential Portion omitted and fixed seperately with the Commission.
Page 35
_______________________________________________________________________________
<PAGE>
-----------------------------------------------------------------
COLUMBIA/HCA
-----------------------------------------------------------------
-----------------------------------------------------------------
DEPUY INC.
-----------------------------------------------------------------
January 1996
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
-----------------------------------------------------------------
<S> <C> <C> <C>
199603508 STAB HIP PC 14-24 MD W/CS EA *
-----------------------------------------------------------------
199603508 STAB HIP PC 16-24 SM W/CS EA *
-----------------------------------------------------------------
199603510 STAB HIP PC 16-24 MD W/CS EA *
-----------------------------------------------------------------
199603511 STAB HIP PC 16-26 SM W/CS EA *
-----------------------------------------------------------------
199603512 STAB HIP PC 16-26 MD W/CS EA *
-----------------------------------------------------------------
199603513 STAB HIP PC 16-26 SM W/CS EA *
-----------------------------------------------------------------
199603514 STAB HIP PC 18-26 MD W/CS EA *
-----------------------------------------------------------------
199603515 STAB HIP PC 18-28 SM W/CS EA *
-----------------------------------------------------------------
199603516 STAB HIP PC 18-28 MD W/CS EA *
-----------------------------------------------------------------
199603517 STAB HIP PC 10-20 SM EA *
-----------------------------------------------------------------
199603518 STAB HIP PC 10-20 MD EA *
-----------------------------------------------------------------
199603519 STAB HIP PC 12-22 LG W/CS EA *
-----------------------------------------------------------------
199603520 STAB HIP PC 14-24 LG W/CS EA *
-----------------------------------------------------------------
199603521 STAB HIP PC 16-26 LG W/CS EA *
-----------------------------------------------------------------
199603522 STAB HIP PC 18-28 LG W/CS EA *
-----------------------------------------------------------------
546010000 CEMENT RESTRICTOR SIZE 1 EA *
-----------------------------------------------------------------
546012000 CEMENT RESTRICTOR SIZE 2 EA *
-----------------------------------------------------------------
546014000 CEMENT RESTRICTOR SIZE 3 EA *
-----------------------------------------------------------------
546016000 CEMENT RESTRICTOR SIZE 4 EA *
-----------------------------------------------------------------
546018000 CEMENT RESTRICTOR SIZE 5 EA *
-----------------------------------------------------------------
546020000 CEMENT RESTRICTOR SIZE 6 EA *
-----------------------------------------------------------------
546022000 CEMENT RESTRICTOR SIZE 7 EA *
-----------------------------------------------------------------
606367000 INNR F/OUTR 44-46 HEAD 22.25MM EA *
-----------------------------------------------------------------
606413000 INNR F/OUTR 52-54 HEAD 22.5MM EA *
-----------------------------------------------------------------
609102000 INNR F/OUTR 60-62 HEAD 22.25MM EA *
-----------------------------------------------------------------
626392000 CHARNLEY FLNGD 40 CERAMIC HEAD EA *
-----------------------------------------------------------------
626406000 CHARN XHVY FLNGD 40 CERAMIC HD EA *
-----------------------------------------------------------------
630470000 CHARN. EVOL ORT 90 FLI EA *
-----------------------------------------------------------------
962015000 SOCKET GAUGE FOR 40MM CUP EA *
-----------------------------------------------------------------
962016000 SOCKET GAUGE FOR 43MM CUP EA *
-----------------------------------------------------------------
962018000 CHARN SOCKET PUSHER EA *
-----------------------------------------------------------------
962024000 TRIAL FEM. PROS. ROUNDBACK 45 EA *
-----------------------------------------------------------------
962025000 TRIAL PROS ROUNDBACK 40 NARROW EA *
-----------------------------------------------------------------
962059000 ELITE STEM FLANGED 1 TEX EA *
-----------------------------------------------------------------
962061000 ELITE STEM FLANGED 2 TEX EA *
-----------------------------------------------------------------
962063000 ELITE STEM FLANGED 3 TEX EA *
-----------------------------------------------------------------
962068000 ELITE STEM LONG NECK 1 TEX EA *
-----------------------------------------------------------------
962074000 ELITE STEM LONG NECK 2 TEX EA *
-----------------------------------------------------------------
962076000 ELITE STEM EXTRA LONG NK 1 TEX EA *
-----------------------------------------------------------------
962077000 ELITE STEM EXTRA LONG NK 2 TEX EA *
-----------------------------------------------------------------
962079000 ELITE STEM LONG NECK 3 TEX EA *
-----------------------------------------------------------------
962080000 ELITE STEM EXTRA LONG NK 3 TEX EA *
-----------------------------------------------------------------
962081000 ELITE STEM SPECIAL 1 TEX EA *
-----------------------------------------------------------------
</TABLE>
* Confidential Portions omitted and filed separately with the Commission.
Page 36
________________________________________________________________________________
<PAGE>
-----------------------------------------------------------------
COLUMBIA
-----------------------------------------------------------------
-----------------------------------------------------------------
DEPUY
-----------------------------------------------------------------
January 1996
-----------------------------------------------------------------
-----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
-----------------------------------------------------------------
<S> <C> <C> <C>
962083000 ELITE STEM SPECIAL 2 TEX EA *
-----------------------------------------------------------------
962085000 ELITE STEM SPECIAL 3 TEX EA *
-----------------------------------------------------------------
962087000 ELITE STEM NARROW 1 TEX EA *
-----------------------------------------------------------------
962088000 ELITE STEM NARROW 2 TEX EA *
-----------------------------------------------------------------
962089000 ELITE STEM NARROW 3 TEX EA *
-----------------------------------------------------------------
962090502 FLANGED 1 ELITE BROACH EA *
-----------------------------------------------------------------
962091502 FLANGED ELITE 2 BROACH EA *
-----------------------------------------------------------------
962094502 ELITE RASP/TRIAL EX-LONG NECK1 EA *
-----------------------------------------------------------------
962103000 ELITE IMPLANT PUSHER EA *
-----------------------------------------------------------------
962104000 ELITE FEM BROACH EX L/NECK 2 EA *
-----------------------------------------------------------------
962105000 ELITE FEM BROACH L/NECK 3 EA *
-----------------------------------------------------------------
962106000 ELITE FEM BROACH EX L/NECK 3 EA *
-----------------------------------------------------------------
962107000 TEX ELITE RASP TRIAL CDH 1 EA *
-----------------------------------------------------------------
962108000 TEX ELITE RASP TRIAL CDH 2 EA *
-----------------------------------------------------------------
962109000 TEX ELITE RASP TRIAL CDH 3 EA *
-----------------------------------------------------------------
962116000 ELITE ZIRCONIA HEAD 28MM-3 EA *
-----------------------------------------------------------------
962117000 ELITE ZIRCONIA HEAD 28MM STD EA *
-----------------------------------------------------------------
962118000 ELITE ZIRCONIA HEAD 28MM+3 EA *
-----------------------------------------------------------------
962119000 ELITE ZIRCONIA HEAD 28MM-3 EA *
-----------------------------------------------------------------
962120000 ELITE ZIRCONIA HEAD 28MM STD EA *
-----------------------------------------------------------------
962121000 ELITE ZIRCONIA HEAD 28MM+3 EA *
-----------------------------------------------------------------
962152000 CHARN TRIAL PROS FLANGED 45 EA *
-----------------------------------------------------------------
962153000 CHARN TRIAL EX-HVY FLANGED 45 EA *
-----------------------------------------------------------------
962155000 CHARN TRIAL EXTRA SMALL EA *
-----------------------------------------------------------------
962156000 CHARN TRIAL 3/4 NECK EA *
-----------------------------------------------------------------
962159000 CHARN TRIAL LONG NECK 1 EA *
-----------------------------------------------------------------
962195000 CHARN TRIAL STRAIGHT NARROW 35 EA *
-----------------------------------------------------------------
962197000 CHARN TRIAL CDH E4A *
-----------------------------------------------------------------
962199000 CHARN TRIAL LN NK 1 EXT. HEAVY EA *
-----------------------------------------------------------------
962203000 CHARN TRIAL LONG NECK 2 EA *
-----------------------------------------------------------------
962205000 CHARN TRIAL LN NK 2 EXT. HEAVY EA *
-----------------------------------------------------------------
962207000 CHARN TRIAL CDH EXTRA SMALL EA *
-----------------------------------------------------------------
962216000 CHARN TRIAL ROUND BACK 40MM EA *
-----------------------------------------------------------------
962218000 CHARN TRIAL FLANGED 40 EA *
-----------------------------------------------------------------
962220000 CHARN TRIAL STR. THICK STEM 35 EA *
-----------------------------------------------------------------
962252000 CHARN BROACH ROUND BACK-LGE EA *
-----------------------------------------------------------------
962278000 CHARN TRIAL EXT. HVY FLNGD 40M EA *
-----------------------------------------------------------------
962285000 CHARN ADJ TRIAL PROSTHESIS-ATP EA *
-----------------------------------------------------------------
962286000 CHARN TRIAL L/NECK 1 LONG STEM EA *
-----------------------------------------------------------------
962287000 CHARN TRIAL L/NECK 2 LONG STEM EA *
-----------------------------------------------------------------
962296000 CHARN EXTRA HEAVY FLANGED 40MM EA *
-----------------------------------------------------------------
962297000 CHARN FLANGED 40MM EA *
-----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
Page 37
________________________________________________________________________________
<PAGE>
-----------------------------------------------------------------
COLUMBIA/HCA
-----------------------------------------------------------------
-----------------------------------------------------------------
DEPUY INC.
-----------------------------------------------------------------
January 1996
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
<S> <C> <C> <C>
-----------------------------------------------------------------
962300000 CHARN ROUND BACK 40MM EA *
-----------------------------------------------------------------
962301000 CHARN ROUND BACK 40MM NARROW EA *
-----------------------------------------------------------------
962302000 CHARN TRIAL FLANGED 35 EA *
-----------------------------------------------------------------
962305000 CHARN TRIAL FLNGD 40MM L/STEM EA *
-----------------------------------------------------------------
962306000 CHARN TRIAL EX-HVY FL EA *
-----------------------------------------------------------------
962323000 CHAR ACETCUPFLNGD STDLRG ORT9 EA *
-----------------------------------------------------------------
962340000 CHARN ROUND BACK 45MM EA *
-----------------------------------------------------------------
962343000 CHARN FLANGED 45MM EA *
-----------------------------------------------------------------
962346000 CHARN FLANGED 35 MM EA *
-----------------------------------------------------------------
962347000 CHARN EX-HVY FLANGED 45MM EA *
-----------------------------------------------------------------
962349000 CHARN LONG NECK 1 EA *
-----------------------------------------------------------------
962350000 CHARM L/NECK 1 EXTRA HEAVY EA *
-----------------------------------------------------------------
962352000 CHARN LONG NECK 2 EA *
-----------------------------------------------------------------
962353000 CHARN L\NECK 2 EXTRA HEAVY EA *
-----------------------------------------------------------------
962354000 CHARN L/NECK 1 LONG STEM EA *
-----------------------------------------------------------------
962355000 CHARN L/NECK 2 LONG STEM EA *
-----------------------------------------------------------------
962359000 CHARN 3/4 NECK EA *
-----------------------------------------------------------------
962360000 CHARN C.D.H. PROS. EA *
-----------------------------------------------------------------
962362000 CHARN EX-SMALL PROS EA *
-----------------------------------------------------------------
962363000 CHARN 15IN STEM 40MM EA *
-----------------------------------------------------------------
962364000 CHARN RESECTION W/MUSCLE PLATE EA *
-----------------------------------------------------------------
962369000 CHAR ACETCUP FLNGD STDSM ORT90 EA *
-----------------------------------------------------------------
962380000 CHARN OFFSET BORE 35MM O/D EA *
-----------------------------------------------------------------
962387000 SHARNLEY ACET RESTR PK 10 EA *
-----------------------------------------------------------------
962395000 OGEE TRIAL LG TRIMAID 80MM-PKS EA *
-----------------------------------------------------------------
962396000 OGEE TRIAL MN TRIMAID 80MM-PKS EA *
-----------------------------------------------------------------
962397000 OGEE TRIAL LG PHANTOM O/D 43 EA *
-----------------------------------------------------------------
962398000 OGEE TRIAL SM PHANTOM O/D 40 EA *
-----------------------------------------------------------------
962409000 CHARNLEY OGEE CUP STD LARGE EA *
-----------------------------------------------------------------
962410000 CHARNLEY OGEE CUP STD SMALL EA *
-----------------------------------------------------------------
962416000 CHARN FLANGED 40MM LONG STEM EA *
-----------------------------------------------------------------
962417000 CHARN STRAIGHT NARROW 35MM EA *
-----------------------------------------------------------------
962418000 CHARN STRAIGHT THICK 35MM EA *
-----------------------------------------------------------------
962420000 CHARN EX-HVY FLNGD 40MM L/STEM EA *
-----------------------------------------------------------------
962422000 CHARN MAGNUM 40MM EA *
-----------------------------------------------------------------
962423000 CHARN MAGNUM 45MM EA *
-----------------------------------------------------------------
962424000 CHARN CDH X-SML EA *
-----------------------------------------------------------------
962475000 CHARN TRIAL MAGNUM 45MM EA *
-----------------------------------------------------------------
962476000 CHARN TRIAL MAGNUM 40MM EA *
-----------------------------------------------------------------
962544502 HYLAMER 40MM MULTI-CUP EA *
-----------------------------------------------------------------
962545502 HYLAMER 43MM MULTI-CUP EA *
-----------------------------------------------------------------
962546502 HYLAMER 47MM MULTI-CUP EA *
-----------------------------------------------------------------
962547502 HYLAMER 50MM MULTI-CUP EA *
-----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and listed sperately with the Commission.
Page 38
<PAGE>
_________________________________________________________________
-----------------------------------------------------------------
COLUMBIA/HCA
-----------------------------------------------------------------
-----------------------------------------------------------------
DEPUY INC,
-----------------------------------------------------------------
January 1996
-----------------------------------------------------------------
-----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRIOR
-----------------------------------------------------------------
<S> <C> <C> <C>
962548502 HYLAMER 53MM MULTI-CUP EA *
-----------------------------------------------------------------
962550000 ELITE FLANGED 40FEMORAL PROS. EA *
-----------------------------------------------------------------
962551000 ELITE EX-HVY FLNGD 40 FEM PROS EA *
-----------------------------------------------------------------
962553000 ELITE MAGNUM 40 FEMORAL PROSTH EA *
-----------------------------------------------------------------
962555000 ELITE LONG NECK 1 FEMORAL PROS EA *
-----------------------------------------------------------------
962558000 ELITE LONG NECK 1 EX-HVY PROS. EA *
-----------------------------------------------------------------
962557000 ELITE LONG NECK 2 FEMORAL PROS EA *
-----------------------------------------------------------------
962558000 ELITE LONG NECK 2 EX-HVY PROS EA *
-----------------------------------------------------------------
962559000 ELITE LONG NECK 1 LONG STEM EA *
-----------------------------------------------------------------
962560000 ELITE LONG NECK 2 LONG STEM EA *
-----------------------------------------------------------------
962561000 ELITE CDH EXTRA SMALL FEM PROS EA *
-----------------------------------------------------------------
962562000 ELITE CDH FEMORAL PROSTHESIS EA *
-----------------------------------------------------------------
962563000 ELITE 3/4 NECK FEMORAL PROSTHE EA *
-----------------------------------------------------------------
962564000 ELITE STRAIGHT NARROW STEM 35 EA *
-----------------------------------------------------------------
962565000 ELITE ROUNDBACK 40 NARROW PROS EA *
-----------------------------------------------------------------
962566000 ELITE ROUNDBACK 40 FEMORL PROS EA *
-----------------------------------------------------------------
962567000 ELITE MODULAR HD 22225MM +0 EA *
-----------------------------------------------------------------
962569000 ELITE MODULAR HD 26MM -3 EA *
-----------------------------------------------------------------
962570000 ELITE MODULAR HD 26MM +0 EA *
-----------------------------------------------------------------
962572000 ELITE MODULAR HD 28MM -3 EA *
-----------------------------------------------------------------
962573000 ELITE MODULAR HD 28MM +0 EA *
-----------------------------------------------------------------
962574000 ELITE MODULAR HD 32MM -3 EA *
-----------------------------------------------------------------
962575000 ELITE MODULAR HD 32MM +0 EA *
-----------------------------------------------------------------
962600000 ELITE CUP PHANTOM FOR 40MM CUP EA *
-----------------------------------------------------------------
962601000 ELITE CUP PHANTOM FOR 43MM CUP EA *
-----------------------------------------------------------------
962602000 ELITE CUP PHANTOM FOR 47MM CUP EA *
-----------------------------------------------------------------
962603000 ELITE CUP PHANTOM FOR 50MM CUP EA *
-----------------------------------------------------------------
962605000 ELITE CUP PHANTOM FOR 53MM CUP EA *
-----------------------------------------------------------------
962606000 TRAY FOR SET OF CUP PHANTOMS EA *
-----------------------------------------------------------------
962615000 ELITE RASP TR HD 22225MM +0 EA *
-----------------------------------------------------------------
962638000 ELITE TRIAL FEMORAL HEAD TRAY EA *
-----------------------------------------------------------------
962682000 ELITE RASP TRIAL INTRODUCER EA *
-----------------------------------------------------------------
962730000 ELITE MODULAR HD 22225MM -3 EA *
-----------------------------------------------------------------
962731000 ELITE MODULAR HD 22225MM +3 EA *
-----------------------------------------------------------------
962732000 ELITE MODULAR HD 26MM +3 EA *
-----------------------------------------------------------------
962734000 ELITE MODULAR HD 28MM +3 EA *
-----------------------------------------------------------------
962735000 ELITE MODULAR HD 32MM +3 EA *
-----------------------------------------------------------------
962736000 ELITE RASP TR HD 22225MM -3 EA *
-----------------------------------------------------------------
962737000 ELITE RASP TR HD 22225MM +3 EA *
-----------------------------------------------------------------
962747000 ELITE MODULAR HD 28MM +6 EA *
-----------------------------------------------------------------
963130000 WROB ANG BORE W/OGEE LT EA *
-----------------------------------------------------------------
963131000 WROB ANG BORE W/OGEE RT EA *
-----------------------------------------------------------------
963203000 HARDINGE FEM CEMENT RESTR EA *
-----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed seperately with the Commission.
Page 39
________________________________________________________________________________
<PAGE>
-----------------------------------------------------------------
COLUMBIA/HCA
-----------------------------------------------------------------
-----------------------------------------------------------------
DEPUY INC.
-----------------------------------------------------------------
January 1996
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
<TABLE>
<CAPTION>
CATALOG
-----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
<S> <C> <C> <C>
-----------------------------------------------------------------
963236000 WROB ANGLE BORE CUP LEFT EA *
-----------------------------------------------------------------
963237000 WROB ANGL BORE CUP RIGHT EA *
-----------------------------------------------------------------
963968000 HASTINGS TRIAL HEAD SZ 50MM EA *
-----------------------------------------------------------------
965022040 CHARNLEY STD CUP 22 225/40 EA *
-----------------------------------------------------------------
965022043 CHARNLEY STD CUP 22 225/43 EA *
-----------------------------------------------------------------
965022047 CHARNLEY STD CUP 22 225/47 EA *
-----------------------------------------------------------------
965022050 CHARNLEY STD CUP 22 225/50 EA *
-----------------------------------------------------------------
965022053 CHARNLEY STD CUP 22 225/53 EA *
-----------------------------------------------------------------
965122038 CHARNLEY LPW CUP 22 225/38 EA *
-----------------------------------------------------------------
965122040 CHARNLEY LPW CUP 22 225/40 EA *
-----------------------------------------------------------------
965122043 CHARNLEY LPW CUP 22 225/43 EA *
-----------------------------------------------------------------
965122047 CHARNLEY LPW CUP 22 225/47 EA *
-----------------------------------------------------------------
965122050 CHARNLEY LPW CUP 22 225/50 EA *
-----------------------------------------------------------------
965122053 CHARNLEY LPW CUP 22 225/53 EA *
-----------------------------------------------------------------
965128040 ELITE PLUS LPW CUP 28/40 EA *
-----------------------------------------------------------------
965128043 ELITE PLUS LPW CUP 28/43 EA *
-----------------------------------------------------------------
965128047 ELITE PLUS LPW CUP 28/47 EA *
-----------------------------------------------------------------
965128050 ELITE PLUS LPW CUP 28/50 EA *
-----------------------------------------------------------------
965128053 ELITE PLUS LPW CUP 28/53 EA *
-----------------------------------------------------------------
965222040 CHARNLEY FLANGED CUP 22 225/40 EA *
-----------------------------------------------------------------
965222043 CHARNLEY FLANGED CUP 22 225/43 EA *
-----------------------------------------------------------------
965222047 CHARNLEY FLANGED CUP 22 225/47 EA *
-----------------------------------------------------------------
965222050 CHARNLEY FLANGED CUP 22 225/50 EA *
-----------------------------------------------------------------
965222053 CHARNLEY FLANGED CUP 22 225/53 EA *
-----------------------------------------------------------------
965228040 ELITE PLUS FLANGED CUP 28/40 EA *
-----------------------------------------------------------------
965228043 ELITE PLUS FLANGED CUP 28/43 EA *
-----------------------------------------------------------------
965228047 ELITE PLUS FLANGED CUP 28/47 EA *
-----------------------------------------------------------------
965228050 ELITE PLUS FLANGED CUP 28/50 EA *
-----------------------------------------------------------------
965228053 ELITE PLUS FLANGED CUP 28/53 EA *
-----------------------------------------------------------------
965322040 CHARNLEY OGEE CUP 22 225/40 EA *
-----------------------------------------------------------------
965322043 CHARNLEY OGEE CUP 22 225/43 EA *
-----------------------------------------------------------------
965322047 CHARNLEY OGEE CUP 22 225/47 EA *
-----------------------------------------------------------------
965322050 CHARNLEY OGEE CUP 22 225/50 EA *
-----------------------------------------------------------------
965322053 CHARNLEY OGEE CUP 22 225/53 EA *
-----------------------------------------------------------------
965326040 ELITE PLUS OGEE CUP 26/40 EA *
-----------------------------------------------------------------
965326043 ELITE PLUS OGEE CUP 26/43 EA *
-----------------------------------------------------------------
965326047 ELITE PLUS OGEE CUP 26/47 EA *
-----------------------------------------------------------------
965326050 ELITE PLUS OGEE CUP 26/50 EA *
-----------------------------------------------------------------
965326053 ELITE PLUS OGEE CUP 26/53 EA *
-----------------------------------------------------------------
965328040 ELITE PLUS OGEE CUP 26/40 EA *
-----------------------------------------------------------------
965328043 ELITE PLUS OGEE CUP 26/43 EA *
-----------------------------------------------------------------
965328047 ELITE PLUS OGEE CUP 26/47 EA *
-----------------------------------------------------------------
965322050 ELITE PLUS OGEE CUP 26/50 EA *
-----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
Page 40
________________________________________________________________________________
<PAGE>
----------------------------------------------------------------
COLUMBIA/HCA
----------------------------------------------------------------
DEPUY INC.
----------------------------------------------------------------
January 1996
<TABLE>
<CAPTION>
CATALOG
----------------------------------------------------------------
NUMBER LONG DESCRIPTION PUOM PRICE
----------------------------------------------------------------
<S> <C> <C> <C>
985328053 ELITE PLUS OBGE CUP 28/53 EA *
----------------------------------------------------------------
975015000 IDENTIFIT HEAD 22MM-6MM EA *
----------------------------------------------------------------
975016000 IDENTIFIT HEAD 22MM-4MM EA *
----------------------------------------------------------------
975017000 IDENTIFIT HEAD 22MM-2MM EA *
----------------------------------------------------------------
975018000 IDENTIFIT HEAD 26MM-6MM EA *
----------------------------------------------------------------
975019000 IDENTIFIT HEAD 26MM-3MM EA *
----------------------------------------------------------------
975020000 IDENTIFIT HEAD 26MM-0MM EA *
----------------------------------------------------------------
975021000 IDENTIFIT HEAD 26MM-6MM EA *
----------------------------------------------------------------
975022000 IDENTIFIT HEAD 28MM-3MM EA *
----------------------------------------------------------------
975023000 IDENTIFIT HEAD 28MM-0MM EA *
----------------------------------------------------------------
975024000 IDENTIFIT HEAD 28MM+3MM EA *
----------------------------------------------------------------
975025000 IDENTIFIT HEAD 32MM-6MM EA *
----------------------------------------------------------------
975026000 IDENTIFIT HEAD 32MM-3MM EA *
----------------------------------------------------------------
975027000 IDENTIFIT HEAD 32MM-0MM EA *
----------------------------------------------------------------
975029000 IDENTIFIT HEAD 32MM+3MM EA *
----------------------------------------------------------------
991110000 ELITE BROACH HANDLE EA *
----------------------------------------------------------------
991110500 ELITE BROACH HANDLE EA *
----------------------------------------------------------------
999006000 ELITE STEM PUSHER EA *
----------------------------------------------------------------
999010000 CHARNLEY 15 STEM OVERLAY EA *
----------------------------------------------------------------
</TABLE>
* Confidential Portions omitted and filed separately with the Commission.
Page 41
<PAGE>
EXHIBIT B
---------
<TABLE>
- -------------------------------------------------------- TERMS AND CONDITIONS
<S> <C> <C>
____________________________ [ILLEGIBLE
BILL TO COLUMBIA HEALTHCARE CORP. DEPARTMENT NAME FINE PRINT]
CORPORATE ACCOUNTING
ONE PARK PLAZA ____________________________
P.O. BOX 550 REQUESTED BY Phone Ext.
NASHVILLE, TN 37202-0550
____________________________
LOCATION FOR ID#
HUM/ 5/15 CHARGE ACCT#
VENDOR WTS/ ISB/ SPECIAL INSTRUCTIONS
____________________________________________
DEPT. HEAD APPROVAL DATE
DATE SHIPPED TERM FOB VENDOR NO.
============================================================================================================
LINE ITEM NO. QUAN. U/M VENDOR CAT NO. DESCRIPTION TAX UNIT EXT. AMOUNT
PRICE
=============================================================================================================
</TABLE>
VENDOR COPY
FOR OFFICIAL USE ONLY
It is understood that the prices offered to -------------------------------
Buyer or its affiliates are the lowest prices Name of Individual Authorized to
offered to anyone based on purchase volumes Purchase (Type or Print)
--------------------------------
Signature of Individual
Authorized to Purchase
<PAGE>
EXHIBIT "C"
-----------
COLUMBIA / HCA
MEMBERSHIP LISTING
Sorted Alphabetical by State
------------------------------------------------
LEGEND
- Acute - Acute Care/Med Surg facilities
- Alt Site - Alternate Site facilities
- Affl - Affiliated facilities
- Psy - Psychiatric facilities
------------------------------------------------
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY ADDRESS
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COLHCA AK ACUTE ALASKA REG HOSPITAL 2801 DEBARR ROAD
HTI AL ACUTE ANDALUSIA HOSPITAL 849 S. THREE NOTCH ST, P.O. BOX 760
HTI AL ACUTE CRESTWOOD ONE HOSPITAL DRIVE
COLHCA AL ACUTE EAST MONTGOMERY MED CTR 400 TAYLOR RD, P.O. BOX 241267
COLHCA AL ACUTE FLORENCE HOSPITAL 2111 CLOYD BLVD
HTI AL ACUTE FOUR RIVERS MEDICAL CENTER 1015 MEDICAL CENTER PKWY.
COLHCA AL ACUTE MEDICAL CENTER SHOALS 201 AVALON AVENUE, P.O. BOX 3359
COLHCA AL ACUTE MONTGOMERY REG MED CTR 301 SOUTH RIPLEY STREET
COLHCA AL ACUTE NORTHWEST MED CTR 715 HYW 43 NE, P.O. BOX 1089
HTI AR ACUTE DeQUEEN REGIONAL MEDICAL CTR 1300 HWY 70 WEST
COLHCA AR ACUTE DOCTORS - LITTLE ROCK 6101 WEST CAPITAL AVENUE
HTI AR ACUTE MEDICAL PARK HOSPITAL 2001 SOUTH MAIN STREET
HTI AZ ACUTE EL DORADO 1400 N WILMOT
COLHCA AZ ACUTE HEALTHWEST REG MED CTR 1947 EAST THOMAS ROAD
HTI AZ ACUTE NORTHWEST HOSPITAL 6200 N LA CHOLLA BLVD
COLHCA AZ ACUTE PARADISE VALLEY HOSPITAL 3929 EAST BELL ROAD, P.O. BOX 31370
HTI CA ACUTE CHINO VALLEY MEDICAL CENTER 5451 WALNUT AVENUE
HTI CA ACUTE HEALDSBURG GENERAL HOSPITAL 1375 UNIVERSITY AVENUE
COLHCA CA ACUTE HUNTINGTON BEACH MED CTR 17772 BEACH BLVD
COLHCA CA ACUTE LOS ROBLES REG MED CTR 215 W. JANSS ROAD, P.O. BOX 5086
HTI CA ACUTE MISSION BAY MEMORIAL HOSP. 3080 BUNKER HILL STREET
HTI CA ACUTE PALM DRIVE 501 PETALUMA AVE.
COLHCA CA ACUTE SAN LEANDRO HOSPITAL 13855 EAST 14TH STREET
COLHCA CA ACUTE WEST ANEHEIM MED CTR 3053 WEST ORANGE AVENUE
COLHCA CA ACUTE WEST HILLS REG MED CTR 7300 MEDICAL CENTER DRIVE
HTI CA ACUTE WEST SIDE HOSPITAL 910 SOUTH FAIRFAX AVENUE
COLHCA CO ACUTE AURORA REG MED CTR 1501 POTOMAC ST., P.O. BOX 47000
COLHCA CO ACUTE NORTH SUBURBAN MED CTR 9191 GRANT ST, P.O. BOX 291200
COLHCA FL ACUTE AVENTURA HOSPITAL & MED CTR 20900 BISCAYNE BLVD
COLHCA FL ACUTE BAYONET POINT/HUDSON MED CTR 14000 FIVAY ROAD
COLHCA FL ACUTE BRANDON HOSPITAL 119 OAKFIELD DRIVE
COLHCA FL ACUTE CEDARS MED CTR 1400 NW 12TH AVENUE
HTI FL ACUTE CLEARWATER COMMUNITY HOSP. 1521 EAST DRUID ROAD
COLHCA FL ACUTE COLUMBIA PARK MED CTR 818 SOUTH MAIN LANE
COLHCA FL ACUTE DADE CITY HOSPITAL 13100 FT. KING ROAD
COLHCA FL ACUTE DAYTONA MED CTR 400 N. CLYDE MORRIS BLVD, P.O. BOX 9000
COLHCA FL ACUTE DEERING HOSPITAL 9333 SW 152nd STREET
COLHCA FL ACUTE DOCTORS HOSP OF SARASOTA 2750 BAHIA VISTA STREET
HTI FL ACUTE EAST POINTE HOSPITAL 1500 LEE BLVD
HTI FL ACUTE EDWARD WHITE MEMORIAL 2323 9TH AVENUE N
COLHCA FL ACUTE ENGLEWOOD COMMUNITY HOSP 700 MEDICAL BLVD
COLHCA FL ACUTE FAWCETT MEMORIAL HOSPITAL 21298 OLEAN BLVD
COLHCA FL ACUTE FORT WALTON BEACH MED 1000 MAR-WALT DRIVE
COLHCA FL ACUTE GULF COAST HOSPITAL 449 WEST 23RD ST, P.O. BOX 15309
</TABLE>
<TABLE>
<CAPTION> FACILITY BED MAIN
GROUP CITY ZIP # CNT PHONE #
- -------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
COLHCA ANCHORAGE 99508 30201 238 907-276-1131
HTI ANDALUSIA 36340 339 77 205-222-8466
HTI HUNTSVILLE 35801 13 120 205-882-3100
COLHCA MONTGOMERY 36124-1767 30121 150 205-277-8330
COLHCA FLORENCE 33650 30104 155 205-767-8700
HTI SELMA 36701 46 214 205-672-8461
COLHCA MUSCLE SHOALS 35662 30108 128 205-386-1600
COLHCA MONTGOMERY 36104 30134 250 205-269-8000
COLHCA RUSSELLVILLE 35653 30110 100 205-552-1011
HTI DEQUEEN 71832 321 122 501-584-4111
COLHCA LITTLE ROCK 72205-9940 30401 341 501-661-4000
HTI HOPE 71801 71801 75 501-777-2323
HTI TUCSON 85712 116 166 602-886-6361
COLHCA PHOENIX 85016 30301 301 602-241-7600
HTI TUCSON 85741 694 150 602-742-9000
COLHCA PHOENIX 85046 30306 140 602-867-1881
HTI CHINO 91710 421 118 909-464-8600
HTI HEALDSBURG 95488 6171 49 707-431-6500
COLHCA HUNTINGTON BEACH 92547 30507 155 714-842-1475
COLHCA THOUSAND OAKS 91359-5086 30555 204 805-497-2727
HTI SAN DIEGO 92109 6174 150 619-274-7721
HTI SEBASTOBOL 95472 45 56 702-823-8511
COLHCA SAN LEANDRO 94578 30512 136 510-357-6500
COLHCA ANAHEIM 92804 30502 243 714-827-3000
COLHCA CONOOGA PARK 91307 30504 236 818-712-4110
HTI LOS ANGELES 90036 6163 91 213-938-3431
COLHCA AURORA 80047 30501 200 308-695-2600
COLHCA THORNTON 80229 30505 200 308-451-7800
COLHCA AVENTURA 33180 30920 458 305-932-0250
COLHCA HUDSON 34667 30951 256 813-863-2411
COLHCA BRANDON 33511 30917 250 813-681-5551
COLHCA MIAMI 33162 35932 885 305-325-5511
HTI CLEARWATER 34616 6198 120 813-447-4571
COLHCA ORLANDO 32501 30905 267 407-649-6111
COLHCA DADE CITY 33525 30907 120 904-567-6726
COLHCA DAYTONA BEACH 32120 30912 214 904-239-5000
COLHCA MIAMI 32157 35957 260 305-251-2500
COLHCA SARASOTA 34239 30961 168 813-366-1411
HTI LEHIGH ACRES 33936 408 88 813-369-2101
HTI ST. PETERSBURG 33713 367 167 813-323-1111
COLHCA ENGLEWOOD 34273-3978 35952 100 813-475-6571
COLHCA FORT CHARLOTTE 33952 35953 254 813-629-1181
COLHCA FT. WALTON BEACH 32547 30909 247 904-862-1111
COLHCA PANAMA CITY 32406-5309 30930 176 904-769-8341
</TABLE>
<PAGE>
================================================
LEGEND
COLUMBIA/HCA - Acute - Acute Care/Med Surg facilities
MEMBERSHIP LISTING - Alt Site - Alternate Site facilities
- Affl - Affiliated facilities
Sorted Alphabetical by State - Psy - Psychiatric facilities
===============================================
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY ADDRESS CITY ZIP
================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
COLHCA FL ACUTE GULF COAST HOSPITAL 13681 DOCTOR'S WAY FORT MYERS 33912-XXXX
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE HAMILTON COUNTY MEMORIAL 506 N.W. 4th ST., P.O. BOX 1300 JASPER 32052
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE HARBOUR SHORES HOSPITAL 1860 N. LAWNWOOD CIRCLE, P.O. BOX 1540 PORT PIERCE 34590
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE CENTRAL FLORIDA REGIONAL HOSP 1401 W. SEMINOLE BLVD. SANFORD 32771
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE KENDALL REG MED CTR 11750 BIRD ROAD MIAMI 33175-3530
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE LAKE CITY MEDICAL CENTER 1701 WEST DUVAL STREET LAKE CITY 32055
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE LARGO MED CTR 201 - 14th STREET, SW., P.O. BOX 2905 LARGO 34649-2905
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE LAWNWOOD REG MED CTR 1700 SOUTH 23rd ST., P.O. BOX 188 FORT PIERCE 34950-0188
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE L.W. BLAKE HOSPITAL 2020 - 59th STREET WEST, P.O. BOX 25004 BRADENTON 34205
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE MARION COMMUNITY HOSP 1431 SW FIRST AVE, P.O. BOX 2200 OCALA 32671-4338
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE MED CTR of PORT ST. LUCIE 1800 S.E. TIFFANY AVE. PORT ST. LUCIE 34952
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE MEMORIAL MED CTR 3625 UNIVERSITY BLVD. SO., P.O. BOX 16325 JACKSONVILLE 32216
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE MIAMI HEART INSTITUTE NORTH 250 - 63rd STREET MIAMI BEACH 33141
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE MIAMI HEART INSTITUTE SOUTH 4701 MERIDIAN AVENUE MIAMI BEACH 33140
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE NEW PART RICHEY HOSPITAL 5637 MARINE PKWY,. P.O. BOX 996 NEW PORT RICHEY 34656
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE NORTH FLORIDA REG MED 6500 NEWBERRY ROAD, P.O. BOX 137006 GAINESVILLE 32614-7005
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE NORTH OKALOOSA MED CTR 151 REDSTONE AVE. CRESTVIEW 32536
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE NORTHSIDE HOSPITAL 6000 - 49th STREET NORTH ST. PETERSBURG 33709
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE NORTHWEST REG HOSP 2801 N. STATE ROAD 7, P.O. BOX 639002 MARGATE 33063-9002
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE OAK HILL HOSPITAL 11375 CORTEZ BLVD., P.O. BOX 5300 SPRING HILL 34605
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE ORANGE PARK MED CTR 2001 KINGSLEY AVE. P.O. BOX 2000 ORANGE PARK 32067
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE OSCEOLA REG HOSPITAL 700 WEST OAK STREET KISSIMMEE 32741
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE PALM BEACHES MED CTR 2201 - 45th STREET WEST PALM BEACH 33407
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE PALM BEACH REGIONAL 2829 10TH AVENUE NORTH LAKE WORTH 33461
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE PALMS WEST 13001 STATE ROAD 80 LOXAHATCHEE 33470
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE PEMBROKE PINES HOSPITAL 2301 UNIVERSITY DRIVE PEMBROKE PINES 33024
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE PLANTATION GENERAL 401 N.W. 42ND AVENUE PLANTATION 33317
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE POMPANO BEACH MED CTR 800 S.W. THIRD STREET POMPANO BEACH 33060
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE PUTNAM COMMUNITY HOSP HWY 20 WEST., P.O. BOX 778 PALATKA 32178-0778
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE RAULERSON HOSPITAL 1796 HWY 441 N., P.O. BOX 1307 OKEECHOBEE 34973-1307
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE SANTA ROSA MEDICAL CENTER 1450 BERRY HILL ROAD MILTON 32570
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE SOUTH BAY 4016 STATE ROAD 674 SUN CITY CENTER 33570
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE SOUTH SEMINOLE 555 WEST STATE ROAD 434 LONGWOOD 32750
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE SOUTHWEST FLORIDA REGIONAL 2727 WINKLER AVENUE FORT MEYERS 33176
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE SPECIALTY HOSP. OF JACKSONVILLE 4901 RICHARD STREET JACKSONVILLE 32207
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE ST. PETERSBURG GENERAL HOSP 6500 - 38TH AVE NORTH, P.O. BOX 13096 ST. PETERSBURG 33710
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE TALLAHASSEE COMMUNITY HOSP 2626 CAPITAL MEDICAL BLVD. TALLAHASSEE 32308-4402
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE TWIN CITIES HOSPITAL 2190 HWY 85 N, P.O. BOX 3X64 NICEVILLE 32578-3164
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE UNIVERSITY HOSPITAL 7201 N UNIVERSITY DRIVE TAMARAC 33321
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE WEST FLORIDA REG MED CTR 8383 NORTH DAVIS HWY, P.O. BOX 18900 PENSACOLA 32523-8900
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE WEST SIDE REG MED CTR 8201 WEST BROWARD BLVD. PLANTATION 33324
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE WINTER PARK MEMORIAL HOSP 200 NORTH LAKEMONT AVE. WINTER PARK 32792
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE AUGUSTA REG MED CTR 3651 WHEELER ROAD AUGUSTA 3XXXX
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE BARROW MEDICAL CENTER 316 NORTH BROAD ST., P.O. BOX 768 WINDER 30X80
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
FACILITY BED MAIN
GROUP STATE TYPE FACILITY # CNT PHONE #
=======================================================================================
<S> <C> <C> <C> <C> <C> <C>
COLHCA FL ACUTE GOLF COAST HOSPITAL 35954 120 813-768-5000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE HAMILTON COUNTY MEMORIAL 36993 42 904-792-2101
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE HARBOUR SHORES HOSPITAL 30X59 60 407-466-1500
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE CENTRAL FLORIDA REGIONAL HOSP 30X53 226 407-321-4500
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE KENDALL REG MED CTR 35941 412 305-223-3000
- ---------------------------------------------------------------------------------------
HTI FL ACUTE LAKE CITY MEDICAL CENTER 6210 75 904-752-2922
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE LARGO MED CTR 30936 256 813-586-1411
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE LAWNWOOD REG MED CTR 30X32 335 407-461-4000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE L.W. BLAKE HOSPITAL 30X49 383 813-792-6611
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE MARION COMMUNITY HOSP 30927 190 904-732-2700
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE MED CTR of PORT ST. LUCIE 30X96 150 407-335-4000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE MEMORIAL MED CTR 36957 473 904-399-6111
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE MIAMI HEART INSTITUTE NORTH 3592X 273 305-672-1111
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE MIAMI HEART INSTITUTE SOUTH 35930 531 305-672-1111
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE NEW PART RICHEY HOSPITAL 30941 414 813-848-1733
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE NORTH FLORIDA REG MED 30918 267 904-333-4000
- ---------------------------------------------------------------------------------------
HTI FL ACUTE NORTH OKALOOSA MED CTR 165 110 904-689-X100
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE NORTHSIDE HOSPITAL 30X50 301 813-521-4411
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE NORTHWEST REG HOSP 30995 150 305-974-0X00
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE OAK HILL HOSPITAL 30997 150 904-596-6632
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE ORANGE PARK MED CTR 30913 224 908-276-8500
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE OSCEOLA REG HOSPITAL 30902 169 407-846-2X66
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE PALM BEACHES MED CTR 30923 250 407-842-6141
- ---------------------------------------------------------------------------------------
HTI FL ACUTE PALM BEACH REGIONAL 345 200 407-967-7800
- ---------------------------------------------------------------------------------------
HTI FL ACUTE PALMS WEST 477 107 407-796-3X00
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE PEMBROKE PINES HOSPITAL 35912 304 305-962-9650
- ---------------------------------------------------------------------------------------
HTI FL ACUTE PLANTATION GENERAL 56 264 305-587-5010
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE POMPAND BEACH MED CTR 30921 273 305-782-2000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE PUTNAM COMMUNITY HOSP 30929 161 904-328-5711
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE RAULERSON HOSPITAL 30X33 101 813-763-2151
- ---------------------------------------------------------------------------------------
HTI FL ACUTE SANTA ROSA MEDICAL CENTER 337 153 904-626-7762
- ---------------------------------------------------------------------------------------
HTI FL ACUTE SOUTH BAY 642 112 813-634-3301
- ---------------------------------------------------------------------------------------
HTI FL ACUTE SOUTH SEMINOLE 644 12X 407-767-1200
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE SOUTHWEST FLORIDA REGIONAL 35955 400 813-939-1147
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE SPECIALTY HOSP. OF JACKSONVILLE 36956 107 904-737-3120
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE ST. PETERSBURG GENERAL HOSP 30X01 219 813-384-1414
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE TAILAHASSEE COMMUNITY HOSP 30X54 180 904-656-5000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE TWIN CITIES HOSPITAL 30948 75 904-678-4131
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE UNIVERSITY HOSPITAL 35940 269 305-721-2200
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE WEST FLORIDA REG MED CTR 30XXX 547 904-494-4000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE WEST SIDE REG MED CTR 30XXX 204 305-473-6600
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE WINTER PARK MEMORIAL HOSP 35977 339 407-646-7000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE AUGUSTA REG MED CTR 31008 374 706-863-3232
- ---------------------------------------------------------------------------------------
HTI FL ACUTE BARROW MEDICAL CENTER 6200 60 401-867-3400
- ---------------------------------------------------------------------------------------
</TABLE>
<PAGE>
===========================================
LEGEND
COLUMBIA / HCA - Acute - Acute Care/Med Surg facilities
MEMBERSHIP LISTING - Alt Site - Alternate Site facilities
- Affl - Affiliated facilities
Sorted Alphabetical by State - Psy - Psychiatric facilities
===========================================
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY ADDRESS CITY ZIP
=================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
COLHCA GA ACUTE CARTERSVILLE MED CTR 960 JOE FRANK HARRIS PKWY,P.O. BOX 200008 CARTERSVILLE
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE COLISEUM MED CTR 350 HOSPITAL DRIVE MACON 31213
- ---------------------------------------------------------------------------------------------------------------------------------
HTI GA ACUTE DOCTORS - COLUMBUS 616 19TH STREET COLUMBUS 31902
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE DUNWOODY MED CTR 4575 N SHALLOWFORD ROAD ATLANTA 30838
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE EASTSIDE MED CTR 1700 MEDICAL WAY, P.O. BOX 587 SNELLVILLE 30278
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE FAIRVIEW PARK HOSPITAL 200 INDUSTRIAL BLVD, P.O. BOX 1408 DUBLIN 31040-1405
- ---------------------------------------------------------------------------------------------------------------------------------
HTI GA ACUTE LANIER PARK REGIONAL HOSP 675 WHITE SULPHER ROAD GAINSVILLE 30501
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE METROPOLITAN HOSPITAL 3223 HOWELL MILL ROAD, N.W. ATLANTA 30827
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE NORTHLAKE REG MED CTR 1455 MONTREAL ROAD ATLANTA 30085
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE PALMYRA MED CTRS 2000 PALMYRA ROAD, P.O. BOX 1908 ALBANY 31708-1908
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE PARKWAY MED CTR 1000 THORNTON ROAD, P.O. BOX 570 LITHIA SPRINGS 30057
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE PEACHTREE RED HOSPITAL 60 HOSPITAL ROAD NEWNAN 30263
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE REDMOND REG MED CTR 501 REDMOND RD, P.O. BOX 107001 ROME 30164-7001
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE WEST PACES MED CTR 3200 HOWELL MILL ROAD, NW ATLANTA 30127-4101
- ---------------------------------------------------------------------------------------------------------------------------------
HTI ID ACUTE EASTERN IDAHO REGIONAL 3100 CHANNING WAY IDAHO FALLS 83404
- ---------------------------------------------------------------------------------------------------------------------------------
HTI ID ACUTE WEST VALLEY MED CTR 1717 ARLINGTON AVE. CALDWELL 8360X-4864
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA IL ACUTE GRANT HOSPITAL of CHICAGO 550 WEST WEBSTER CHICAGO 60614
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA IL ACUTE HOFFMAN ESTATES MED CTR 1555 N BARRINGTON ROAD HOFFMAN ESTATES 60194
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA IL ACUTE MICHAEL REESE HOSP & MED CTR 2029 S ELLIS STREET CHICAGO 60616
- ---------------------------------------------------------------------------------------------------------------------------------
HTI IN ACUTE TERREHAUTE 601 HOSPITAL LANE TERREHAUTE 47X02
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA IN ACUTE THE WOMEN'S HOSP - INDIANAPOLIS 8111 TOWNSHIP LINE RD, P.O. BOX 80430 INDIANAPOLIS 46260
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KS ACUTE OVERLAND PARK REG MED CTR 10500 QUIVIRA ROAD OVERLAND PARK 66215
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KS ACUTE WESLEY MED CTR 550 N HILLSIDE AVE, P.O. BOX 47930 WICHITA 67201-7930
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KS ACUTE WESTERN PLAINS REG HOSPITAL 3001 AVENUE A. P.O. BOX 1478 DODGE CITY 67X01
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE AUDUBON REG MED CTR ONE AUDUBON PLAZA DRIVE LOUISVILLE 40217
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE BLUEGRASS REG MED CTR 299 KING'S DAUGHTERS DRIVE FRANKFORT 40601
- ---------------------------------------------------------------------------------------------------------------------------------
HTI KY ACUTE BOURBON GENERAL #9 LINVILLE DRIVE PARIS 40861
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE BROWN CANCER CTR 529 S. JACKSON STREET LOUISVILLE 40202
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE GREENVIEW HOSPITAL 1801 ASHLEY CIRCLE, P.O. BOX 90024 BOWLING GREEN 42101-9024
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE LAKE CUMBERLAND REG HOSPITAL 305 LANGDON STREET, P.O. BOX 620 SOMERSET 42501
- ---------------------------------------------------------------------------------------------------------------------------------
HTI KY ACUTE LOGAN MEMORIAL 1625 S. NASHVILLE ROAD RUSSELVILLE 42276
- ---------------------------------------------------------------------------------------------------------------------------------
HTI KY ACUTE MEADOWVIEW REGIONAL 989 WEST HWY 10 MAYSVILLE 41056
- ---------------------------------------------------------------------------------------------------------------------------------
HTI KY ACUTE PINELAKE MED CTR 1099 MEDICAL CENTER CIRCLE MAYFIELD 42066
- ---------------------------------------------------------------------------------------------------------------------------------
HTI KY ACUTE SCOTT GENERAL 1140 LEXINGTON ROAD GEORGETOWN 40824
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE SOUTHWEST HOSPITAL 9820 THIRD STREET ROAD LOUISVILLE 40272
- ---------------------------------------------------------------------------------------------------------------------------------
HTI KY ACUTE SPRING VIEW 3201 LORRETTA ROAD LEBANON 42066
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE SUBURBAN MED CTR 4001 DUTCHMANS LANE LOUISVILLE 40207
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE UNIVERSITY of LOUISVILLE HOSP 530 S JACKSON STREET LOUISVILLE 40202
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE AVOYELLES HOSPITAL HWY 1191 BLUE TOWN RD, P.O. BOX 255 MARKSVILLE 71351
- ---------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE DAUTERIVE 600 N. LEWIS NEW IBERIA 70560
- ---------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE DOCTORS HOSP. - OPELOUSAS 5101 HIGHWAY 167 SOUTH OPELOUSAS 70570
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE HIGHLAND HOSPITAL 1453 E BERT XXXXX IND LOOP SHREVEPORT 71105-60XX
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE LAKE AREA MED CTR 4200 NELSON ROAD LAKE CHARLES 70605
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE LAKELAND MED CTR 6000 BULLARD ROAD, P.O. BOX 29487 NEW ORLEANS 70189
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
FACILITY BED MAIN
GROUP STATE TYPE FACILITY # CNT PHONE #
==========================================================================================
<S> <C> <C> <C> <C> <C> <C>
COLHCA GA ACUTE CARTERSVILLE MED CTR 31035 80 404-382-1530
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE COLISEUM MED CTR 31051 250 912-745-9461
- ------------------------------------------------------------------------------------------
HTI GA ACUTE DOCTORS - COLUMBUS 353 252 706-571-4262
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE DUNWOODY MED CTR 31024 168 404-454-2000
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE EASTSIDE MED CTR 31005 122 404-736-2572
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE FAIRVIEW PARK HOSPITAL 31054 190 912-275-2000
- ------------------------------------------------------------------------------------------
HTI GA ACUTE LANIER PARK REGIONAL HOSP 108 124 404-503-3000
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE METROPOLITAN HOSPITAL 31025 64 404-351-0500
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE NORTHLAKE REG MED CTR 31055 120 404-270-3000
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE PALMYRA MED CTRS 31050 248 912-434-2000
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE PARKWAY MED CTR 31053 320 404-732-7650
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE PEACHTREE RED HOSPITAL 31002 144 404-253-1912
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE REDMOND REG MED CTR 31052 201 705-291-0291
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE WEST PACES MED CTR 31056 294 404-351-0351
- ------------------------------------------------------------------------------------------
HTI ID ACUTE EASTERN IDAHO REGIONAL 310 246 208-529-6111
- ------------------------------------------------------------------------------------------
HTI ID ACUTE WEST VALLEY MED CTR 92 150 208-459-4641
- ------------------------------------------------------------------------------------------
COLHCA IL ACUTE GRANT HOSPITAL OF CHICAGO 31316 479 312-883-2000
- ------------------------------------------------------------------------------------------
COLHCA IL ACUTE HOFFMAN ESTATES MED CTR 31304 356 708-843-2000
- ------------------------------------------------------------------------------------------
COLHCA IL ACUTE MICHAEL REESE HOSP & MED CTR 31310 955 312-791-2000
- ------------------------------------------------------------------------------------------
HTI IN ACUTE TERREHAUTE 97 284 812-232-0021
- ------------------------------------------------------------------------------------------
COLHCA IN ACUTE THE WOMEN'S HOSP - INDIANAPOLIS 31402 182 317-875-5994
- ------------------------------------------------------------------------------------------
COLHCA KS ACUTE OVERLAND PARK REG MED CTR 31602 400 913-541-5000
- ------------------------------------------------------------------------------------------
COLHCA KS ACUTE WESLEY MED CTR 31608 760 316-688-2468
- ------------------------------------------------------------------------------------------
COLHCA KS ACUTE WESTERN PLAINS REG HOSPITAL 31601 100 316-225-8400
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE AUDUBON REG MED CTR 31702 480 502-636-7111
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE BLUEGRASS REG MED CTR 31768 190 502-875-5240
- ------------------------------------------------------------------------------------------
HTI KY ACUTE BOURBON GENERAL 319 60 606-987-3600
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE BROWN CANCER CTR 31732 0 502-562-3000
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE GREENVIEW HOSPITAL 31767 211 502-793-1000
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE LAKE CUMBERLAND REG HOSPITAL 31709 227 606-679-7441
- ------------------------------------------------------------------------------------------
HTI KY ACUTE LOGAN MEMORIAL 516 100 502-726-4011
- ------------------------------------------------------------------------------------------
HTI KY ACUTE MEADOWVIEW REGIONAL 595 111 606-759-5311
- ------------------------------------------------------------------------------------------
HTI KY ACUTE PINELAKE MED CTR 18 116 502-247-4288
- ------------------------------------------------------------------------------------------
HTI KY ACUTE SCOTT GENERAL 635 75 502-868-1213
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE SOUTHWEST HOSPITAL 31713 150 502-933-8100
- ------------------------------------------------------------------------------------------
HTI KY ACUTE SPRING VIEW 328 113 502-692-5150
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE SUBURBAN MED CTR 31701 380 502-893-1000
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE UNIVERSITY OF LOUISVILLE HOSP 31730 404 502-562-5000
- ------------------------------------------------------------------------------------------
COLHCA LA ACUTE AVO YELLES HOSPITAL 31801 55 318-253-8611
- ------------------------------------------------------------------------------------------
HTI LA ACUTE DAUTERIVE 431 105 318-365-7311
- ------------------------------------------------------------------------------------------
HTI LA ACUTE DOCTORS HOSP. - OPELOUSAS 6193 101 318-948-2100
- ------------------------------------------------------------------------------------------
COLHCA LA ACUTE HIGHLAND HOSPITAL 31833 126 318-798-4300
- ------------------------------------------------------------------------------------------
COLHCA LA ACUTE LAKE AREA MED CTR 31822 80 318-474-6370
- ------------------------------------------------------------------------------------------
COLHCA LA ACUTE LAKELAND MED CTR 31817 130 504-241-6335
- ------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
===========================================
LEGEND
COLUMBIA / HCA - Acute - Acute Care/Med Surg facilities
MEMBERSHIP LISTING - Alt Site - Alternate Site facilities
- Affl - Affiliated facilities
Sorted Alphabetical by State - Psy - Psychiatric facilities
===========================================
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY ADDRESS CITY ZIP
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
HTI LA ACUTE LAKESIDE 4700 I-10 SERVICE ROAD METAIRIE 70001
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE LAKEVIEW MEDICAL CENTER ONE PARK PLACE COVINGTON 70434
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE LOUISIANA MATERIALS MANAGEMENT CTR 100 EAST COLEMAN AVENUE HAMMOND 70401
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE MEDICAL CENTER OF SW LA 2810 AMBASSADOR CAFFERY PKWY. LAFAYETTE 70506
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE MEDICAL CTR BATON ROUGE 17000 MEDICAL CTR DRIVE BATON ROUGE 70816
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE NORTH MONROE HOSPITAL 3421 MEDICAL PARK DR., P.O. BOX 7050 MONROE 71211-7050
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE OAKDALE COMMUNITY HOSPITAL 130 N. HOSPITAL DRIVE, P.O. BOX 629 OAKDALE 71463
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE RAPIDES GENERAL HOSPITAL 211 FOURTH STREET, P.O. BOX 30101 ALEXANDRIA 71301
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE RIVER VIEW MEDICAL CENTER 1125 WEST LOUISIANA HIGHWAY 30 GONZALES 70737
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE SAVOY MEDICAL CTR 801 POINCIANA AVENUE MAMOU 70554
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE SPRINGHILL MED CTR 2001 DOCTORS DRIVE, P.O. BOX 917 SPRINGHILL 71075
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE TULANE UNIVERSITY HOSP & CLINIC 1415 TULANE AVENUE NEW ORLEANS 70112
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE VILLE PIATTE MED CTR 800 E. MAIN STREET, P.O. BOX 349 VILLE PLATTE 70586
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE WINN PARISH MED CTR 301 BOUNDARY STREET, P.O. BOX 152 WINNFIELD 71483
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE WOMEN'S AND CHILDREN'S HOSP 4600 AMBASSADOR CAFFERY PKWY LAFAYETTE 70508
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA MO ACUTE INDEPENDENCE REG HEALTH CTR 1509 W. TRUMAN ROAD INDEPENDENCE 64050
- ----------------------------------------------------------------------------------------------------------------------------------
HTI MO ACUTE SPRINGFIELD COMMUNITY HOSP 3535 SOUTH NATIONAL AVENUE SPRINGFIELD 65807
- ----------------------------------------------------------------------------------------------------------------------------------
HTI MS ACUTE GARDENPARK COMMUNITY HOSP 1520 BROAD AVENUE GULFPORT 39501
- ----------------------------------------------------------------------------------------------------------------------------------
HTI MS ACUTE VICKSBURG 1111 N. FRONTAGE ROAD VICKSBURG 39181
- ----------------------------------------------------------------------------------------------------------------------------------
HTI NC ACUTE BRUNSWICK HOSPITAL HIGHWAY 17 SUPPLY 28462
- ----------------------------------------------------------------------------------------------------------------------------------
HTI NC ACUTE DAVIS COMMUNITY OLD MOCKSVILLE ROAD STATESVILLE 28677
- ----------------------------------------------------------------------------------------------------------------------------------
HTI NC ACUTE HERITAGE 111 HOSPITAL DRIVE TARBORO 27886
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NC ACUTE HIGHSMITH-RAINEY MEMORIAL HOSP 150 ROBESON STREET FAYETTEVILLE 28301-5570
- ----------------------------------------------------------------------------------------------------------------------------------
HTI NC ACUTE PRESBYTERIAN ORTHOPAEDIC 1901 RANDOLPH ROAD CHARLOTTE 28207
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NC ACUTE RALEIGH COMMUNITY HOSPITAL 3400 WAKE FOREST ROAD, P.O.BOX 28280 RALEIGH 27611-8250
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NH ACUTE PARKLAND MED CTR ONE PARKLAND DRIVE DERRY 08088
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NH ACUTE PORTSMOUTH REG HOSPITAL 343 BORTHWICK AVE., P.O. BOX 7004 PORTSMOUTH 05802-7004
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NM ACUTE GUADALUPE MED CTR 2430 WEST PIERCE STREET CARLSBAD 88220-3597
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NM ACUTE LEA REGIONAL HOSPITAL 5419 N. LOVINGTON HWY., P.O. BOX 3000 HOBBS 88240-3000
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NV ACUTE SUNRISE CHILDREN'S HOSPITAL 3186 MARYLAND PARKWAY LAS VEGAS 89109
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NV ACUTE SUNRISE HOSPITAL & MED CTR 3186 MARYLAND PARKWAY LAS VEGAS 89109
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OK ACUTE CLAREMORE REGIONAL HOSPITAL 1202 NORTH MUSKOGEE STREET CLAREMORE 74017
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OK ACUTE DOCTORS MEDICAL CENTER 2323 SOUTH HARVARD TULSA 74114
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OK ACUTE EDMOND REGIONAL MED CTR 1 SOUTH BRYANT EDMOND 73084
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA OK ACUTE PRESBYTERIAN HOSPITAL 700 N.E. 13TH STREET OKLAHOMA CITY 73701-5070
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OK ACUTE SOUTHWESTERN MEDICAL CENTER 5602 S.W. LEE BLVD LAWTON 73506
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA OK ACUTE ST. MARY'S HOSPITAL 306 SOUTH FIFTH AVE., P.O. BOX 232 ENID 73701-5899
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OK ACUTE WAGONER COMMUNITY 1200 WEST CHEROKEE WAGONER 74467
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OR ACUTE DOUGLAS COMMUNITY 738 WEST HARVARD BLVD. ROSEBURG 97470
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OR ACUTE MCMINNVILLE COMMUNITY 600 S. BAKER STREET MCMINNVILLE 97128-6498
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA SC ACUTE AIKIN REGIONAL MED CTR 202 UNIVERSITY PKWY., P.O. BOX 1117 AIKEN 29802
- ----------------------------------------------------------------------------------------------------------------------------------
HTI SC ACUTE CHESTERFIELD GENERAL HIGHWAY 9 CHERAW 29520
- ----------------------------------------------------------------------------------------------------------------------------------
HTI SC ACUTE COLLETON REGIONAL 501 ROBERTSON BLVD WALTERBORO 29488
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA SC ACUTE GRAND STRAND GENERAL HOSPITAL 809-82nd-PKWY., P.O. BOX 7500 DUNES MYRTE BEACH 29572
STATION
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY FACILITY BED MAIN
# CNT PHONE #
=====================================================================================================
<S> <C> <C> <C>
HTI LA ACUTE LAKESIDE 34 504-885-3333
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE LAKEVIEW MEDICAL CENTER 6194 104 504-892-5900
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE LOUISIANA MATERIALS MANAGEMENT CTR 504-542-2022
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE MEDICAL CENTER OF SW LA 450 166 318-981-2949
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE MEDICAL CTR BATON ROUGE 666 228 504-752-2470
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE NORTH MONROE HOSPITAL 31834 220 318-388-1946
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE OAKDALE COMMUNITY HOSPITAL 31803 60 318-825-3700
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE RAPIDES GENERAL HOSPITAL 31840 309 318-473-3000
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE RIVER VIEW MEDICAL CENTER 6201 104 304-647-3000
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE SAVORY MEDICAL CTR
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE SPRINGHILL MED CTR 31806 86 318-539-9161
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE TULANE UNIVERSITY HOSP & CLINIC 269
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE VILLE PIATTE MED CTR 31806 124 318-363-5684
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE WINN PARISH MED CTR 31802 103 318-628-2721
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE WOMEN'S AND CHILDREN'S HOSP 637 70 318-981-9100
- -----------------------------------------------------------------------------------------------------
COLHCA MO ACUTE INDEPENDENCE REG HEALTH CTR 32501 366 816-836-8100
- -----------------------------------------------------------------------------------------------------
HTI MO ACUTE SPRINGFIELD COMMUNITY HOSP 6231 200 417-882-4700
- -----------------------------------------------------------------------------------------------------
HTI MS ACUTE GARDENPARK COMMUNITY HOSP 6211 120 601-864-4210
- -----------------------------------------------------------------------------------------------------
HTI MS ACUTE VICKSBURG 625 144 601-636-2611
- -----------------------------------------------------------------------------------------------------
HTI NC ACUTE BRUNSWICK HOSPITAL 480 60 910-754-8121
- -----------------------------------------------------------------------------------------------------
HTI NC ACUTE DAVE COMMUNITY 593 149 704-873-0281
- -----------------------------------------------------------------------------------------------------
HTI NC ACUTE HERITAGE 614 127 919-641-7700
- -----------------------------------------------------------------------------------------------------
COLHCA NC ACUTE HIGHSMITH-PLAINEY MEMORIAL HOSP 33312 150 910-609-1100
- -----------------------------------------------------------------------------------------------------
HTI NC ACUTE PRESBYTERIAN ORTHOPAEDIC 461 166 704-375-6792
- -----------------------------------------------------------------------------------------------------
COLHCA NC ACUTE RALEIGH COMMUNITY HOSPITAL 33311 230 919-954-3000
- -----------------------------------------------------------------------------------------------------
COLHCA NH ACUTE PARKLAND MED CTR 32905 86 608-432-1500
- -----------------------------------------------------------------------------------------------------
COLHCA NH ACUTE PORTSMOUTH REG HOSPITAL 32902 144 608-436-5110
- -----------------------------------------------------------------------------------------------------
COLHCA NM ACUTE GUADALUFE MED CTR 33101 138 506-887-4100
- -----------------------------------------------------------------------------------------------------
COLHCA NM ACUTE LEA REGIONAL HOSPITAL 33102 250 505-392-6581
- -----------------------------------------------------------------------------------------------------
COLHCA NV ACUTE SUNRISE CHILDREN'S HOSPITAL 32801 0 702-731-8000
- -----------------------------------------------------------------------------------------------------
COLHCA NV ACUTE SUNRISE HOSPITAL & MED CTR 32801 688 702-731-8000
- -----------------------------------------------------------------------------------------------------
HTI OK ACUTE CLAREMORE REGIONAL HOSPITAL 6216 101 918-341-2556
- -----------------------------------------------------------------------------------------------------
HTI OK ACUTE DOCTORS MEDICAL CENTER 6223 221 918-744-4000
- -----------------------------------------------------------------------------------------------------
HTI OK ACUTE EDMOND REGIONAL MED CTR 136 98 405-341-6100
- -----------------------------------------------------------------------------------------------------
COLHCA OK ACUTE PRESBYTERIAN HOSPITAL 33608 396 405-271-5100
- -----------------------------------------------------------------------------------------------------
HTI OK ACUTE SOUTHWESTERN MEDICAL CENTER 6241 109 405-531-4700
- -----------------------------------------------------------------------------------------------------
COLHCA OK ACUTE ST. MARY'S HOSPITAL 33609 277 405-233-6100
- -----------------------------------------------------------------------------------------------------
HTI OK ACUTE WAGONER COMMUNITY 368 100 918-485-5514
- -----------------------------------------------------------------------------------------------------
HTI OR ACUTE DOUGLAS COMMUNITY 169 98 509-673-6641
- -----------------------------------------------------------------------------------------------------
HTI OR ACUTE MCMINNVILLE COMMUNITY 49 73 509-472-6131
- -----------------------------------------------------------------------------------------------------
COLHCA SC ACUTE AIKIN REGIONAL MED CTR 34007 225 808-641-5000
- -----------------------------------------------------------------------------------------------------
HTI SC ACUTE CHESTERFIELD GENERAL 391 72 808-537-7881
- -----------------------------------------------------------------------------------------------------
HTI SC ACUTE COLLETON REGIONAL 391 145 808-549-6371
- -----------------------------------------------------------------------------------------------------
COLHCA SC ACUTE GRAND STRAND GENERAL HOSPITAL 34008 172 808-449-4411
- -----------------------------------------------------------------------------------------------------
</TABLE>
PAGE 4
<PAGE>
===========================================
LEGEND
COLUMBIA / HCA - Acute - Acute Care/Med Surg facilities
MEMBERSHIP LISTING - Alt Site - Alternate Site facilities
- Affl - Affiliated facilities
Sorted Alphabetical by State - Psy - Psychiatric facilities
===========================================
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY ADDRESS CITY ZIP
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
HTI SC ACUTE MARLBORO PARK RT.4 HWY.9 BENNETTSVILLE 29512
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA SC ACUTE SUMMERVILLE MED CTR 295 MIDLAND PARKWAY SUMMERVILLE 29485
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA SC ACUTE TRIDENT REGIONAL MED CTR 9330 MEDICAL PLAZA DRIVE CHARLESTON 29405-9195
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE ATHENS COMMUNITY HOSPITAL 1114 WEST MADISON AVE. P.O. BOX 250 ATHENS 37371-0250
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE CENTENNIAL MED CTR at PARK VIEW 2300 PATTERSON ST., P.O. BOX 1225 NASHVILLE 37202-1225
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE CROCKETT U.S. HWY. 43 SOUTH LAWRENCEBURG 38464
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE EAST RIDGE HOSPITAL 941 SPRING CREEK ROAD EAST RIDGE 37412
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE HENDERSONVILLE 355 NEW SHACKLE ISLAND ROAD HENDERSONVILLE 37075
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE INDIAN PATH MEDICAL CTR 2000 BROOKSIDE DRIVE KINGSPORT 37660-4682
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE JOHNSON CITY SPECIALTY HOSP. 208 E. WATAUGA AVE JOHNSON CITY 37602
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE LIVINGSTON REGIONAL 315 OAK STREET LIVINGSTON 38570
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE NASHVILLE MEMORIAL HOSPITAL 612 WEST DUE WEST AVENUE NASHVILLE 37115
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE NORTHSIDE 401 PRINCETON ROAD JOHNSON CITY 37601
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE PARKRIDGE MED CTR 2333 McCALLIE AVENUE CHATTANOOGA 37404-3285
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE REGIONAL HOSPITAL of JACKSON 367 HOSPITAL BLVD. P.O. BOX 3310 JACKSON 38305-0810
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE RIVER PARK 1510 SPARTA STREET MCMINNVILLE 37110
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE SMITH COUNTY NORTH MAIN STREET CARTHAGE 37080
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE SOUTH PITTSBURG 210 W. 12TH STREET SOUTH PITTSBURG 37380
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE SOUTHERN HILLS MED CTR 391 WALLACE ROAD, P.O. BOX 111359 NASHVILLE 37211
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE SOUTHERN TN MED CTR 185 HOSPITAL ROAD WINCHESTER 37398
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE STONES RIVER DOOLITTLE ROAD WOODBURY 37190
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE SUMMIT MED CTR 5655 FIRST BLVD. HERMITAGE 37076
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE SYCAMORE SHOALS 1501 WEST ELK AVENUE ELIZABETHTON 37643
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE TRINITY MAIN STREET ERIN 37061
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE VOLUNTEER GENERAL HOSPITAL 161 MT. PELIA RD, P.O. BOX 967 MARTIN 38237
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE ALICE PHYSICIAN & SURGEONS 300 EAST THIRD STREET ALICE 78332
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE ALVIN COMMUNITY HOSP 301 MEDIC LANE ALVIN 77511
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE ANGELO COMMUNITY HOSPITAL 3501 KNICKERBOCKER ROAD SAN ANGELO 76904-7698
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE ARLINGTON MED CTR 3301 MATLOCK ROAD ARLINGTON 76015
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE AUSTIN DIAGNOSTIC CENTER 911 W. 36TH, SUITE 200 AUSTIN 76706
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BAY AREA MED CTR 7101 S. PADRE ISLAND DRIVE CORPUS CHRISTI 76412
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE BAYSHORE MEDICAL CENTER 4000 SPENCER HWY. PASADENA 77504
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BEAUMONT REGIONAL MED CTR 3080 COLLEGE ST., P.O. BOX 5817 BEAUMONT 77626-5817
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BELAIRE GENERAL HOSPITAL 5314 DASHWOOD HOUSTON 77081
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BRAZOS VALLEY MED CTR 1604 ROCK PRAIRIE ROAD COLLEGE STATION 77842-3500
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE BROWNWOOD REGIONAL BURNETTE CARMICHAEL BROWNWOOD 76801
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE CLEAR LAKE REG MED CTR 500 MEDICAL CENTER BLVD WEBSTER 77598
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE COASTAL BEND HOSPITAL 1711 WEST WHEELER AVENUE ARKANSAS PASS 78336
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE COLUMBIA MED CTR - WEST 1801 N OREGON EL PASO 79902
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE COLUMBIA MED CTR - EAST 10801 GATEWAY BLVD WEST EL PASO 79925
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE CORONADO ONE MEDICAL PLAZA PAMPA 79065
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE DENTON COMMUNITY HOSPITAL 207 NORTH BONNIE BRAE DENTON 76201
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE DENTON REGIONAL MED CTR 404 NORTH I-35 DENTON 76201
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE DETAR 506 E. SAN ANTONIO STREET VICTORIA 77901
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY FACILITY BED MAIN
# CNT PHONE #
=====================================================================================================
<S> <C> <C> <C> <C> <C> <C>
HTI SC ACUTE MARLBORO PARK 404 111 808-479-2681
- -----------------------------------------------------------------------------------------------------
COLHCA SC ACUTE SUMMERVILLE MED CTR 34005 100 808-832-5000
- -----------------------------------------------------------------------------------------------------
COLHCA SC ACUTE TRIDENT REGIONAL MED CTR 34001 361 808-797-7000
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE ATHENS COMMUNITY HOSPITAL 34226 118 615-745-1411
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE CENTENNIAL MED CTR at PARK VIEW 34222 241 615-342-4700
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE CROCKETT 63 106 615-762-6571
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE EAST RIDGE HOSPITAL 34206 128 615-894-7870
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE HENDERSONVILLE 447 120 615-264-4000
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE INDIAN PATH MEDICAL CTR 34225 295 615-392-7000
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE JOHNSON CITY SPECIALTY HOSP. 603 38 615-926-1111
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE LIVINGSTON REGIONAL 4 106 615-823-5611
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE NASHVILLE MEMORIAL HOSPITAL 6020 314 615-865-3511
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE NORTHSIDE 351 154 615-282-4111
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE PARKRIDGE MED CTR 34224 296 615-696-6061
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE REGIONAL HOSPITAL of JACKSON 34229 166 901-661-2000
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE RIVER PARK 24 89 615-473-8411
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE SMITH COUNTY 8 66 615-735-1560
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE SOUTH PITTSBURG 658 60 615-837-6781
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE SOUTHERN HILLS MED CTR 34242 180 615-781-4100
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE SOUTHERN MED CTR 16 212 615-967-8200
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE STONES RIVER 194 85 615-563-4001
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE SUMMIT MED CTR 34223 218 615-316-3000
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE SYCAMORE SHOALS 181 128 615-542-1300
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE TRINITY 17 40 615-289-4124
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE VOLUNTEER GENERAL HOSPITAL 34231 100 901-587-4261
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE ALICE PHYSICIAN & SURGEONS 6237 131 512-664-4376
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE ALVIN COMMUNITY HOSP 6214 86 713-331-6141
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE ANGELO COMMUNITY HOSPITAL 165
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE ARLINGTON MED CTR 34309 287 817-465-3241
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE AUSTIN DIAGNOSTIC CENTER 6044 512-835-1111
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BAY AREA MED CTR 39333 132 512-985-1200
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE BAYSHORE MEDICAL CENTER 9 394 713-944-6666
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BEAUMONT REGIONAL MED CTR 34314 250 409-833-1411
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BELAIRE GENERAL HOSPITAL 39322 349 713-669-4000
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BRAZOS VALLEY MED CTR 34306 100 409-764-5100
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE BROWNWOOD REGIONAL 376 218 915-646-8541
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE CLEAR LAKE REG MED CTR 34336 459 713-332-2511
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE COASTAL BEND HOSPITAL 6221 75 512-758-8585
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE COLUMBIA MED CTR - WEST 39307 252 915-521-1200
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE COLUMBIA MED CTR - EAST 39309 235 915-595-9000
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE CORONADO 184 126 805-665-3721
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE DENTON COMMUNITY HOSPITAL 34377 104 817-898-7000
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE DENTON REGIONAL MED CTR 6251 195 817-566-4000
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE DETAR 64 308 512-575-7441
- -----------------------------------------------------------------------------------------------------
</TABLE>
PAGE 5
<PAGE>
===========================================
06-Apr-95 COLUMBIA / HCA LEGEND
11:47 AM MEMBERSHIP LISTING - Acute - Acute Care/Med Surg facilities
- Alt Site - Alternate Site facilities
Sorted Alphabetical by State - Affl - Affiliated facilities
<TABLE>
<CAPTION>
- Psy - Psychiatric facilities
==============================================
GROUP STATE TYPE FACILITY ADDRESS CITY ZIP FACILITY BED MAIN
# CNT PHONE #
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HTI TX ACUTE DOCTORS-CONROE 3205 WEST DAVIS CONROE 77304 437 135 409-756-0631
COLHCA TX ACUTE DOCTORS REGIONAL MED CTR 3315 SOUTH ALAMEDA CORPUS CRISTI 78411 34331 271 512-857-1400
HTI TX ACUTE DOCTORS HOSP.-LAREDO 500 EAST MANN ROAD LAREDO 76041 6222 96 210-723-1131
HTI TX ACUTE EL CAMPO 300 SANDY CORNER ROAD EL CAMPO 77437 6011 41 409-532-2500
HTI TX ACUTE FORT BEND COMM HOSP. 3800 F. M. 1092 AT HIGHWAY 6 MISSOURI CITY 77459 6228 80 713-499-4800
HTI TX ACUTE GILMER 712 NORTH WOOD GILMER 75644 6012 46 908-758-1818
HTI TX ACUTE GULF COAST MEDICAL CENTER 1400 HWY. 59 BYPASS WHARTON 77488 536 161 409-532-2500
HTI TX ACUTE KATY MEDICAL CENTER 5602 MEDICAL CENTER DRIVE KATY 77494 6229 100 713-392-1111
COLHCA TX ACUTE LEWISVILLE MED CTR HOSPITAL 500 WEST MAIN STREET LEWISVILLE 75067 34372 146 214-420-1000
HTI TX ACUTE LONGVIEW REGIONAL 2901 N 4TH STREET LONGVIEW 75601
-1903 152 100 905-758-1818
HTI TX ACUTE MAINLAND CENTER HOSPITAL 6801 E.F. LOWRY EXPRESSWAY TEXAS CITY 77591 6220 320 409-938-5000
COLHCA TX ACUTE MEDICAL CENTER HOSPITAL 8081 GREENBRIAR STREET HOUSTON 77064
-1807 34332 281 713-790-8100
COLHCA TX ACUTE MEDICAL CITY DALLAS HOSPITAL 7777 FOREST LANE DALLAS 75230 34325 555 214-661-7000
COLHCA TX ACUTE MEDICAL CENTER PLANO 3901 WEST 15TH STREET PLANO 75075
-7738 34310 267 214-598-6800
HTI TX ACUTE MEDICAL ARTS HOSPITAL - DALLAS 6161 HARRY HINES BLVD. DALLAS 75235 6233 71 214-688-1111
HTI TX ACUTE MEDICAL ARTS HOSPITAL - TEXARK 2501 COLLEGE DRIVE TEXARKANA 75501 6245 110 905-798-5100
HTI TX ACUTE MEDICAL CENTER HOSPITAL 3205 WEST DAVIS CONROE 77304 6437 182 409-539-1111
HTI TX ACUTE MEDICAL PLAZA HOSPITAL 1111 GALLAGHER ROAD SHERMAN 75090 6234 176 905-870-7000
COLHCA TX ACUTE METROPOLITAN HOSPITAL 1310 McCULLOUGH AVENUE SAN ANTONIO 76212 34392 273 210-271-2200
HTI TX ACUTE MIDWAY PARK MEDICAL CTR. 2600 W. PLEASANT RUN ROAD LANCASTER 75146 475 90 214-223-9600
COLHCA TX ACUTE NAVARRO REGIONAL HOSPITAL 3201 WEST HIGHWAY 22 CORSICANA 75110
-2441 34324 185 905-872-4861
COLHCA TX ACUTE NORTH HILLS HOSPITAL 4401 BOOTH CALLOWAY ROAD NORTH RICHLAND 76180
HILLS -7399 34329 152 817-284-1431
HTI TX ACUTE NORTH TEXAS MEDICAL CENTER 1801 NORTH GRAVES STREET MCKINNEY 75069 6217 168 214-548-3000
HTI TX ACUTE NORTHEAST COMMUNITY 1301 AIRPORT FREEWAY BEDFORD 76021 452 200 817-283-6700
HTI TX ACUTE PARKVIEW HOSPITAL 7407 N FREEWAY HOUSTON 77076 76 713-697-2631
HTI TX ACUTE PARKWAY HOSPITAL 233 W PARKER ROAD HOUSTON 77076 6236 180 713-697-2631
COLHCA TX ACUTE PLAZA MED CTR - EAST 1401 SOUTH MAIN STREET FORT WORTH 76104 39359 475 817-347-4700
COLHCA TX ACUTE PLAZA MED CTR - WEST 900 EIGHTH AVENUE FORT WORTH 76104
-3986 34318 338 817-336-2100
COLHCA TX ACUTE RIO GRANDE REG HOSPITAL 101 EAST RIDGE RD.,
P.O. BOX 4677 McALLEN 76503 34321 220 210-632-6000
HTI TX ACUTE RIVERSIDE HOSPITAL 13725 FARM ROAD 624
SUITE 101 CORPUS CRISTI 76410 6238 89 512-767-4300
COLHCA TX ACUTE ROSEWOOD MED CTR 9200 WESTHEIMER ROAD HOUSTON 77063 39319 235 713-780-7900
HTI TX ACUTE ROUND ROCK COMM HOSP. 2400 ROUND ROCK AVENUE ROUND ROCK 78681 6240 75 512-255-6066
COLHCA TX ACUTE SAN ANTONIO REG HOSPITAL 8026 FLOYD CURL DRIVE SAN ANTONIO 78229 34335 416 210-692-8110
COLHCA TX ACUTE SILSEE DOCTORS HOSPITAL HWY 418 WEST, P.O. BOX 1206 SILSBEE 77656 39321 69 409-385-5531
COLHCA TX ACUTE SOUTH AUSTIN MED CTR 901 W. BEN WHITE BLVD,
P.O. BOX 18506 AUSTIN 78704 34320 164 512-447-2211
COLHCA TX ACUTE South Texas Ambulatory 9150 Huebner Road, SAN ANTONIO 78240
Surgery Hospital Suite 100 -1546 210/561-7250
COLHCA TX ACUTE SOUTHWEST TEXAS METHODIST 7700 FLOYD CURL DRIVE SAN ANTONIO 78229
HOSP. -3993 39385 573 210-692-4000
COLHCA TX ACUTE SPRING BRANCH MED CTR 8850 LONG POINT RD., HOUSTON 77255
P.O. BOX 55227 -5227 34357 540 713-467-6555
COLHCA TX ACUTE SPRING GRANCH MED CTR 1501 PECH ROAD HOUSTON 77065
HTI TX ACUTE SUNBELT REGIONAL 13111 EAST FREEWAY HOUSTON 77015 460 177 713-455-6911
COLHCA TX ACUTE Surgion Specialty Hospital 7401 SOUTH MAIN 76404
CORPUS CRISTI -2207 512/882-3204
HTI TX ACUTE TERRELL COMMUNITY HOSPITAL 1551 HIGHWAY 34 SOUTH TERRELL 75160 6243 73 214-551-6895
COLHCA TX ACUTE TOPS Surgical Specialty 17080 Red Oak Drive, 77273
Hospital P.O. Box 73409 HOUSTON -3400 713/444-0065
HTI TX ACUTE VALLEY REGIONAL MEDICAL CTR. 1 TED HUNT BLVD. BROWNSVILLE 78521 187 92 210-831-9611
</TABLE>
PAGE 6
<PAGE>
EXHIBIT D
---------
TERMS AND PROVISIONS
--------------------
1. PRICING & BILLING:
------------------
Seller represents that the prices charged for the products purchased
hereunder, net of all discounts, do not exceed Seller's net prices for
the particular products at the time and place purchased, by the same
methods of delivery, sold as those products or conveyed to the same
class of purchasers at the same volume, Seller shall promptly calculate
the charges incurred by Buyer hereunder and render a written invoice to
Buyer containing an itemized statement of all such charges.
2. INDEMNITY:
----------
Seller agrees to and does hereby indemnify and hold Buyer, their
successors, assigns, directors, officers, agents, and employees harmless
from and against any and all liabilities, demands, claims, suits,
losses, damages, causes of action, fines, amounts paid in settlement or
judgments including costs, reasonable attorney's fees and witnesses'
fees and expenses incident thereto, which may be suffered by reason of
any loss, damage or injury arising out of defective articles furnished
by Seller pursuant to this agreement or any negligent acts or omissions
of Seller's employees, occurring on Buyer's premise in providing
services directly to Buyer, unless the loss, damage or injury was caused
by reason of Buyer's negligence or fault. If said loss, damage, death or
injury ("Damages") is caused by the negligence of both Buyer and Seller,
the apportionment of said Damages shall be shared by the parties based
upon the comparative degree of each party's negligence and each party
shall be responsible for its own defense and its own costs including but
not limited to the cost of defense, reasonable attorney's fees and
witnesses' fees and expenses incident thereto. In the event that any
demand or claim is made or suit is commenced against Buyer arising our
of or in connection with defective products furnished by Seller pursuant
to this agreement, Buyer shall provide written notice to Seller and
Buyer shall cooperate with Seller in the defense of the demand, claim or
suit to whatever reasonable extent Seller requires, and Seller shall
have the right to compromise such claim to the extent of its own
interest and shall undertake the defense of any such suit.
3. QUALITY:
--------
The quality of the products purchased hereunder shall conform at all
times to grading standards recognized by Seller's industry at the time
of the shipment to Buyer and as represented to Buyer and Seller.
4. INSPECTION:
-----------
All materials or articles will be subject to final inspection and
approval upon receipt of Buyer. Any articles which do not comply with
Buyer's order or which contain defective materials or workmanship may be
rejected by the Buyer irrespective of date of payment therefor. Buyer
may hold any product rejected for reasons described hereunder pending
Seller's instructions, or Buyer may return them to Seller at Seller's
expense.
5. WARRANTY:
--------
Seller warrants that the products to be supplied under this agreement
are fit and sufficient for the purpose intended; that they are
merchantable, of good quality and free from defects, whether patent or
latent, in materials or workmanship; and that products sold to Buyer
hereunder conform to or exceed the higher of grading standards
recognized by Seller's industry. Seller further warrants that it has
good title to the products supplied and that the products are free and
clear from all liens and encumbrances. Such warranties, together with
any other warranty set forth in Seller's advertising literature, and
service warranties and guarantees, shall run to Buyer, its successors
and assigns.
<PAGE>
6. ASSIGNMENT:
-----------
Neither party shall assign this agreement in whole or in part without
the prior written consent of the other party; provided, however, that
either party may assign this agreement and its rights and obligations to
any successor corporation resulting from a merger or a consolidation of
such party. Subject to the foregoing, all terms, conditions, covenants
and agreements contained herein shall inure to the benefit of, and be
binding upon, any such successor and any permitted assignees of the
respective parties hereto. It is further understood and agreed that
consent by either party to such assignment in one instance shall not
constitute consent by the party or any other assignment.
7. INTERPRETATION & EFFECT:
------------------------
This agreement terminates and supersedes any existing agreement
pertaining to the same subject matter between the parties hereto. This
agreement, as executed and approved, shall not be modified unless in
writing, expressly stating its intent to modify the terms of this
agreement and signed by the parties hereto.
8. PARTIAL INVALIDITY:
-------------------
In the event that any provision of this agreement should for any reason
be held invalid, unenforceable or contrary to public policy, the
remainder of the agreement shall remain in full force and effect
notwithstanding.
9. ELIGIBLE ENTITIES:
------------------
Buyer shall update the list of eligible entities attached as Exhibit C
as appropriate, and upon receipt of notice of change, all eligible
entities listed in Exhibit C shall be entitled to the terms of this
Agreement. For the purpose of this Agreement, "Eligible Entities" may
include certain non-affiliated third parties that the parties have
agreed shall be included on Exhibit C.
10. OPEN RECORDS:
-------------
If applicable to the subject matter of this agreement, and pursuant to
the requirement of 42 CFR 420.300 et. seq., Seller hereby agrees to make
available to the Secretary of Health and Human Services (HHS), the
Comptroller of the General Accounting Office (GAO), or their authorized
representatives, all contracts, books, documents and records relating to
the nature and extent of costs hereunder for a period four (4) years
after the furnishing of services hereunder. In addition, Seller hereby
agrees, if any services are to be provided by subcontract, to require by
contract that such subcontractor make available to the HHS and GAO, or
their authorized representative, all contracts, books, documents and
records relating to the nature and costs thereunder for a period of four
(4) years after the furnishing of services thereunder.
11. AFFIRMATIVE ACTION:
-------------------
Unless this agreement is exempted by the rules and regulations of the
Secretary of Labor issued pursuant to Section 204 of Executive Order
11246, there is incorporated herein by reference paragraphs 1 through 7
of the contract clause set forth in sections 202 of Executive Order
11246.
Unless this agreement is exempted by rules and regulations of the
Secretary of Labor issued pursuant to Title 41 chapter 60 part 60-250 of
the Code of Federal Regulations, the affirmative action clause relating
to an affirmative action for veterans contained in 60-250.4(a) - (m) is
incorporated by reference.
<PAGE>
12. INSURANCE:
----------
During the term of this agreement, Seller shall maintain at its own
expense commercial liability insurance for bodily injury, death and/or
property damage (including coverage's for product liability, completed
operations, contractual liability and personal injury liability)
covering Seller for damages arising out of any negligent or otherwised
wrongful acts or omissions by Seller or any employee or agent of Seller.
All policies of insurance shall provide for coverage on an occurrence
basis in the minimum amount of one million dollars ($1,000,000) per
occurrence with an annual aggregate of two million dollars ($2,000,000).
Upon request, Seller shall provide Buyer with a copy of all such
policies or documents, satisfactory to Buyer, evidencing Seller's
Insurance coverage. Seller is self insured to an extent which will
provide adequate protection to Buyer.
12A. RISK OF LOSS:
-------------
Risk of Loss or damage to the items shall be borne by the Vendor until
the items have been delivered to and accepted by the Affiliated
Facility. ALL ITEMS SHALL BE SHIPPED F.O.B. AFFILIATED FACILITY via
-----------------------------------------------------
general ground transportation.
13. CONFIDENTIALITY:
----------------
During the term of this agreement and surviving its expiration or
termination, both parties will regard and preserve as confidential all
information related to the business of the other party and its clients
and patients that may be obtained from any source as the result of this
agreement. Neither party without first obtaining the other party prior
written consent, disclose to any person, firm or enterprise for use for
its benefit any information relating to the pricing, methods, processes,
financial data, lists, apparatus, statistics, programs, research,
development or related information of the other party concerning past,
present of future business activities or plans of the party and results
or terms of the provision of services performed by either party under
this agreement. Confidential information does not include: (a)
information that is in the public domain prior to the disclosure,
becomes part of the public domain through no wrongful act of a party (b)
information that was in lawful possession of the party prior to the
disclosure; (c) information that was independently developed by a party
outside the scope of this agreement. Neither party shall use the name of
the other in any advertising or publicity releases without securing the
prior written approval of the other.
14. IMMIGRATION REFORM & CONTROL ACT:
---------------------------------
Seller shall to the extent applicable, comply with the provisions of the
Immigration Reform and Control Act of 1986.
15. DISCLOSURE:
-----------
Seller agrees to comply at all times with the regulations issued by the
Department of Health and Human Services, published at 42 CFR 1001, and
which relate to Seller's obligation to report and disclose discounts,
rebates and other reductions to Buyer for products purchased by Buyer
under this Agreement.
16. ARBITRATION:
------------
In the event of a dispute between the parties arising out of the
interpretation of, or performance under this agreement, such a dispute
shall be submitted to binding arbitration under the rules and
regulations of the American Arbitration Association. The parties to this
agreement agree to be bound by the decision of the arbitrator and accept
any decision as final determination of the matter in dispute. The
parties agree to divide the cost arbitration equally. Each party shall,
however, be responsible for its own attorney's fees.
<PAGE>
17. PUBLICITY:
---------
Any announcement of this Agreement, outside of a party's own employees,
must be approved by each party in writing.
18. TITLE:
-----
Title to the items ordered shall pass to the Affiliated Facility only
after the items have been delivered to and accepted by the Affiliated
Facility.
19. ADDITIONAL TERMS - PURCHASE ORDER:
---------------------------------
The Purchaser's purchase order as of June 1, 1995 and all the terms and
conditions thereof are incorporated herein. Any conflicting terms or
conditions in any invoice of documents supplied by Vendor are expressly
rejected and shall not be included in any contract with Purchaser. The
terms set forth herein and in the Purchase Order shall apply to each
order by an Affiliated Facility, whether or not such order is
communicated using Purchaser's standard purchase order form.
20. STATE SALES OR USE TAXES:
------------------------
Buyer is required to collect and remit the State wherein the
-------------
Affiliated Facility is located all proper sales and use taxes imposed by
that State. Each invoice to the Affiliated Facility shall clearly
reflect such tax. Seller shall be required to furnish Buyer a copy of
------
its registration certificate and number within each state prior to
collecting such sales or use tax.
21. PERSONAL INDUCEMENTS:
--------------------
No personal cash, merchandise, equipment or other items of intrinsic
value shall be offered by or on behalf of any particular vendor to any
Affiliated Facility and/or its employee or officers as an inducement to
purchase from that vendor.
22. REPORTS:
-------
Seller shall be required to furnish semi-annual reports to
--------------
Columbia/HCA Corporate Office concerning the purchases of each
affiliated hospital, totaled for a six (6) month period.
23. WITHDRAWAL:
----------
Any contract arising as a result of this proposal may be terminated by
either party for any reason, upon sixty (60) days written advance notice
to the other party.
24. CONTROLLING LAW:
---------------
This proposal, any contract entered into as a result of this proposal
and the performance of the parties hereunder shall be controlled and
governed by the laws of the State of Tennessee.
<PAGE>
ENDORSEMENT #1
Inservice and Support
The following areas are addressed to insure appropriate exposure and ease of
transition from competitive products. Each of these points will be developed
and detailed in a business plan, prior to contract implementation.
. DePuy will provide a dedicated Corporate Account Manager to guide and
monitor contractual activity with Columbia/HCA.
. For primary implant products, DePuy will modify its sales remuneration
program. Emphasis will be put on procedure support rather than cost of
the prosthetic device, and recognize contract growth. This program
will be presented to Columbia/HCA before end of year . . . 1995.
. The following "Roll-Out" is suggested to support the products and
services represented under this program. This support is provided on a
DePuy-only learning basis.
Group Level
-----------
DePuy will develop "Grand Round" learning's for all orthopedic
surgeons, at a Group level. We will work with Columbia/HCA to
develop each seminar, insuring comprehensive product training.
DePuy will cover all training cost including: facility, surgeon
speakers and bio-skill workshop.
Division Level
--------------
DePuy will sponsor one day workshops, in each Division, for OR
and Material Management personnel. Supported cost to include:
training personnel, demo products and material for each Division.
Facility Level
--------------
DePuy will equip a mobile van with all product and training
material representative of contract products. The van will be
scheduled based on need to make presentations at each of the
Columbia/HCA facilities.
<PAGE>
ENDORSEMENT #2
Contract Enhancement
Value added is provided to this offering with the following programs:
Protocol Standardization
------------------------
DePuy has developed the Profile Check Software Program, which allows
surgeon specific utilization protocols to be developed. This will assist
the hospital in demand matching, identifying utilization practices and can
assist in developing actuarial data.
The charge of $ * per participating surgeon will be waived for any Division
--------
with *% compliance in implant procedure.
Outcome Evaluation
------------------
The Capture Ware Software Program was developed to track economic, clinical
and patient satisfaction data. It establishes a database by physician,
group practice, hospital or divisional...that allows continued results
evaluation of each procedure performed. In addition to the software, a data
reporting service is part of the package. This service provides the surgeon
with quarterly reports on how they rate within the institution, regionally
or nationally.
The yearly charge of $* per participating surgeon will be waived for any
Group with *% compliance in implant procedures. If the data center is
----- utilized, a minimum charge will be assessed.
Instrumentation
---------------
DePuy will supply standard instrumentation at * to any facility that
performs * in a year. For those facilities performing less that * the
rental charge will not exceed $* per use.
* Confidential portions omitted and filed separately with the
Commission.
<PAGE>
Trade-outs
- ----------
Competitive Inventory trade-outs will be offered to assist in converting to
DePuy products. The inventory, as owned by the Columbia/HCA facilities, will be
converted to * of DePuy products, assuming the inventory is current. Should the
competitive inventory be considered of a "scrap nature", DePuy will negotiate a
value, based on existing volume.
Consignment
- -----------
Inventory consignment will be provided as needed, on a hospital basis.
Determination for consignment or Just-In-Time delivery will be determined by the
local Distributor. When utilizing consignment, a minimum of three(3) inventory
turns per year is required.
Other Programs
- --------------
DePuy has an array of other value added programs, such as: OthoP.A.C.E. (LOS
Evaluation), Continuing Education, Community Outreach and Managed Care Seminars.
These will be presented to Columbia/HCA to determine the interest and value to
individual facilities.
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
ENDORSEMENT #3
Revised Term
The term of this Agreement shall be for a period of three (3) years,
commencing on the 1st day of June, 1995 and expiring on the 31st day of May,
1998. There will be two (2), one year extensions, to be negotiated at a later
date. Pricing will be firm for twenty four (24) months, with yearly increases
thereafter as negotiated.
COLUMBIA/HCA HEALTHCARE CORPORATION
By: /s/ James C. Olsen
-----------------------------------------------
Name: James C. Olsen
Title: Vice President, Materials Management System
Date: 6/13/95
---------------------------------------------
DEPUY, INC.
By: /s/ William P. McIlhargey
-----------------------------------------------
Name: William P. McIlhargey
Title: Director, Sales & Contract Services
Date: 6-13-95
---------------------------------------------
<PAGE>
Exhibit 10.17
Pages or exhibits where confidential treatment has been requested are stamped
"Confidential portions omitted and filed separately with the commission." The
appreciate section has been marked at the appropriate place with an "*".
July 3, 1995 [LETTERHEAD OF DEPUY APPEARS HERE]
Columbia/HCA Healthcare Corporation
Attn: Mr. James C. Olsen
V.P. Materials Management Systems
One Park Plaza
Nashville, TN 37202
CAPITATED PRICING
Revisions & Extremities
Dear Jim:
As discussed last week,.... administratively we have had a problem with the
additional products offered under the hip and knee contract. We proposed a
capitated structure to simplify the tracking of cost under Revisions and
Extremities, however, I should have touched a few additional bases internally to
insure the proper support.
After reviewing my intent, we are suggesting the attachment, to meet the intent
of capitation. You will note the pricing for Revision Hips had an increase and
we deleted the Cemented System. This allowed us to focus on a price for our
SOLUTION REVISION SYSTEM and treat all other long stems (used in revisions)
under our base discounted price list. The pricing for the Revision Knees has
been reduced for Complex Revision and various adjustments for Add-On Pricing.
The Extremity Pricing remained the same.
Jim, if this is acceptable to you, please sign below and return fax to me.
Sincerely,
/s/ William P. McIlhargey
William P. McIlhargey
Director, Sales & Contract Services
Accepted by: /s/ James C. Olsen
-------------------------------- [LOGO OF CORANGE]
James C. Olsen
VP, Materials Management Systems
7/10/95
-------------------------------
Date
<PAGE>
EXHIBIT 1
Primary Hip and Knee Pricing
Our discount structure is intended to incent the Division to limit their choice
of vendors. The first level is offered should the Division utilize *
suppliers, while the second level will support any Division that chooses not to
have a *
CONTRACTED MANUFACTURER DISCOUNT
----------------------- --------
* * %
* * %
Depuy will also provide a *% discounted invoice for the first * months of the
contract. This discount is based on Columbia/HCA obtaining total contracted
sales of $* during the first *. Should this volume not be achieved, the
discounted invoice will be discontinued.
In addition, Depuy will develop a "Capitated Program" for Columbia/HCA,
facilities, no later than the third year-end of the contract. This shared risk
approach will be structured under "Demand and Product Utilization" protocols.
* Confidential portions omitted and filed separately with the Commission.
1
<PAGE>
EXHIBIT 1
Revision Hip System Pricing
*
Cementless System...................................................$ *
Includes any size, fully coated Solution or Solution Calcar
Stem and Cobalt Chrome Ball, with any Duraloc/R/ Acetabular
Shell and Enduron/TM/ Liner.
The above includes any screws, cementralizers, etc. needed to implant the
prosthesis.
*
Cementless Long Stems.........................................$ *
Includes fully coated Solution Stem or Solution Calcar Stem
and Cobalt Chrome Head.
Solution Cups.................................................$ *
*
Hylamer Inserts...............................................$ *
Additional charge to substitute Hylamer liners.
Solution Cups.................................................$ *
Additional charge to substitute standard or deep profile Solution
shell and Enduron liner.
Ceramic Head..................................................$ *
Additional charge to substitute ceramic head.
* Confidential portions omitted and filed separately with the commission.
2
<PAGE>
EXHIBIT 1
Revision Knee System Pricing
*
Simple Revision..........................................$ *
Includes: AMK(R) P/S Femoral Component
AMK(R) P/S Enduron Insert
CRT Tibial tray with cemented stem extension
Complex Revision.........................................$ *
Includes: CRT Femoral Component
AMK(R) P/S Enduron Insert
CRT Tibial Tray* with cemented stem extension
*May use any of 4 Tibial trays 4mm & 10mm flat and 1/2 and full wedge
*
All Poly Patella $ *
Femoral Wedge Augment $ *
Tibial Cemented Stem Extension-additional $ *
Tibial Press-Fit Fluted Stem-additional $ *
Tibial Press-Fit Fluted Stem-replacement $ *
VVC Hylamer-M Insert $ *
* Confidential portions omitted and filed separately with the Commission.
3
<PAGE>
EXHIBIT 1
EXTREMITY PRICING
SHOULDER
*
Total Shoulder...........................$ *
Includes Modular Humeral Component, Humeral
Head and Hylamer Glenoid.
Hemi - Shoulder..........................$ *
Includes Modular Humeral Component and
Humeral Head.
Fracture Shoulder........................$ *
Includes a one piece humeral component.
OTHER EXTREMITIES
*
Extremities..............................$ *
Includes any semi or unconstrained elbow,
biax wrist or Mayo or Agility* ankle.
*Agility ankle is limited to surgeons who
visit and are trained by designing
surgeon (Dr. Alvine).
* Confidential portions omitted and filed separately with the Commission.
4
<PAGE>
Exhibit 10.18
Pages or exhibits where confidential treatment has been requested are
stamped "Confidential portions omitted and filed separately with the
Commission." The appropriate section has been marked at the appropriate place
with an "*".
COLUMBIA/HCA HEALTHCARE CORPORATION
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT ("Agreement") made and entered into this 15th
day of August, 1995 by and between COLUMBIA/HCA HEALTHCARE CORPORATION, a
Delaware corporation, having its principal place of business at One Park Plaza,
Nashville, TN 37203 (hereinafter called "Columbia/HCA"), and DePuy, Inc. having
its or his principal place of business at 700 Orthopaedic Drive, Warsaw, IN
46581 (hereinafter called "Seller").
WITNESSETH:
Upon receipt of an executed Order to Purchase (in form attached as
Exhibit B hereto), Seller agrees to sell and deliver Buyer, and Buyer agrees to
purchase from Seller, the following described products at the prices set forth
herein, subject to and in accordance with the terms and conditions, covenants
and agreements of the Standard Terms and Provisions attached hereto as Exhibit D
and incorporated herein by reference, attached hereto and expressly made a part
hereof at the time of execution of this Agreement, and subject to the terms
regarding quantity contained in such Order to Purchase. As used in this
Agreement, the term "Buyer" shall include Columbia/HCA Healthcare Corporation
and the owned, managed and/or controlled entities which are listed in
Exhibit C.
1. PRODUCTS AND PRICE
Products and Pricing: More specifically described in the
attached Exhibit A. Pricing firm until 8/31/97. Within the
Columbia/HCA Consolidated Service Center Markets and the
Corporately approved J.I.T. facilities, the attached pricing
represents hospital delivered pricing (distribution margin
absorbed by manufacturer).
F.O.B.: Affiliated Facility. No Freight Minimums.
Payment Terms: Net 30
See attached letter to Mike Grannan, dated Aug. 31.
<PAGE>
2. TERM
The term of this Agreement shall be for a period commencing on the
1st day of September, 1995 and expiring on the 31st day of August, 1998. Terms
and conditions for this Agreement are firm for this period, unless otherwise
specifically provided herein.
3. CANCELLATION
Either party of this Agreement may cancel notice to the other party.
IN WITNESS WHEREOF, the parties hereto have set their hands to this
Agreement the day and date first above written.
"Columbia/HCA"
WITNESS: COLUMBIA/HCA HEALTHCARE CORPORATION
By: /s/ Michael Louviere
- ---------------------------- ---------------------------------------
Name: Michael Louviere
-------------------------------------
Title: Vice President Materials Management
------------------------------------
Date: August 28, 1995
-------------------------------------
"Seller"
WITNESS: COMPANY'S NAME: DePuy, Inc.
- ------------------------- ---------------------------
By: /s/ William P. McIlhargey
---------------------------------------
Name: William P. McIlhargey
-------------------------------------
Title: Director Sales and Contract Services
------------------------------------
Date: August 28, 1995
-------------------------------------
<PAGE>
EXHIBIT A
CONFIDENTIAL
SOFT GOODS
PRICE LIST
PREPARED FOR:
COLUMBIA/HCA HEALTHCARE CORPORATION
AGREEMENT EFFECTIVE: SEPT 1, 1995 THROUGH AUG 31, 1998
PRICING VALID: SEPT 1, 1995 THROUGH AUG 31, 1997
.DEPUY.
<PAGE>
________________________________________________________________________________
ORDERING INFORMATION/RETURN GOODS POLICY
______________________________________________
DePuy Inc. orders may be placed by:
. Contracting your local DePuy Inc. representative (24 Hour
Coverage)
. Calling the DePuy Main Office (800) 366-8143 toll free
. Using FAX Number (800) 669-2530
. Mailing orders to: DePuy
PO Box 988
Warsaw, In 46581-0988
TERMS
Net 30 Days
REMITTANCE ADDRESS
DePuy
PO Box 506
Warsaw, IN 46581-0506
FREIGHT
All products contained in this price list are F.0.B. destination for U.P.S.
Ground, Parcel Post and Regular Motor Freight. Special handling (i.e.
Federal Express, U.P.S. Blue, etc.) will be prepaid and added to the
invoice.
RETURN GOODS POLICY
If you find it necessary to return product, for whatever reason, please
contact your local DePuy representative for instructions or call DePuy
Customer Service toll free, (800) 366-8143, or use DePuy FAX Number toll
free, (800) 669-2530. All returns are subject to the following:
1. To expedite the return process, please contact your DePuy sales
representative or DePuy Customer Service.
2. When returning items, please include the date of purchase and invoice
number on the packing list, and provide a written reason for the
return.
3. A minimum of 15% up to a maximum of $100 handling charge may be
assessed for all contracted items returned. Sterile packaged items may
be returned for credit only if returned in the original unopened
package.
4. Special or altered items cannot be returned for credit.
5. Product can only be returned for credit within 90 days of the invoice
date.
6. Please notify your DePuy representative or DePuy Customer Service to
receive credit for products which have either not been received or are
damaged upon receipt within 30 days of the invoice date.
________________________________________________________________________________
<PAGE>
________________________________________________________________________________
COLUMBIA/HCA HEALTHCARE CORPORATION
AGREEMENT EFFECTIVE: SEPTEMBER 1, 1995 THROUGH AUGUST 31, 1998
PRICING VALID: SEPTEMBER 1, 1995 THROUGH AUGUST 31, 1997
TERMS: NET 30 DAYS
PRODUCT CATERGORIES
SOFT GOODS
RELATED PRODUCTS
DESCRIPTIVE BROCHURES ARE AVAILABLE THROUGH YOUR DEPUY REPRESENTATIVE.
________________________________________________________________________________
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
- ---------------------------------------------------------------
<S> <C> <C> <C>
3000-10-000 FOAM COLLAR SM EA
3000-12-000 FOAM COLLAR SM X LGN EA
3000-14-000 FOAM COLLAR MED EA
3000-16-000 FOAM COLLAR MED X LGN EA
3000-18-000 FOAM COLLAR LG EA
3000-20-000 FOAM COLLAR X LONG NAR EA
3000-34-000 BX/6 EXTENSION TABS BX
3000-36-000 NAVY EXTENSION TABS BX
3000-40-000 GRAY FOAM CLR SM EA
3000-42-000 GRAY FOAM CLR SM X-LONG EA
3000-44-000 GRAY FOAM CLR MED EA
3000-46-000 GRAY FOAM COLLAR MED X-LONG EA
3000-48-000 GRAY FOAM CLR LG EA
3000-50-000 GRAY FOAM CLR X-LONG NARROW EA
3003-10-000 LOW CONTOUR COLLAR SM EA
3003-12-000 LOW CONTOUR COLLAR MED EA
3003-14-000 LOW CONTOUR COLLAR LG EA *
3004-10-000 UNIVERSAL LOW COLLAR 3IN EA
3004-12-000 UNIVERSAL HIGH COLLAR 4IN EA
3005-10-000 CERV COLLAR, SM EA
3005-12-000 CERV COLLAR, MED EA
3005-14-000 CERV COLLAR, LG EA
3012-10-000 SPLIT COLLAR, MED 4IN EA
3012-12-000 SPLIT COLLAR, LG 4IN EA
3013-10-000 FIRM COLLAR, SM BL EA
3013-12-000 FIRM COLLAR, SM X LONG BL EA
3013-14-000 FIRM COLLAR, MED BL EA
3013-16-000 FIRM COLLAR, MED X LNG BL EA
3013-18-000 FIRM COLLAR, LG BL EA
3013-20-000 FIRM COLLAR, X LNG NAR BL EA
3013-22-000 FIRM COLLAR, SM WH EA
3013-24-000 FIRM COLLAR, SM X LNG WH EA
3013-26-000 FIRM COLLAR, MED WH EA
3013-28-000 FIRM COLLAR, MED X LNG WH EA
3013-30-000 FIRM COLLAR, LG WH EA
3013-32-000 FIRM COLLAR, X LNG NAR WH EA
3013-40-000 GRAY FOAM CLR FIRM SM EA
3013-42-000 GRAY FOAM CLR FIRM SM X-LONG EA
3013-44-000 GRAY FOAM CLR FIRM MED EA
3013-46-000 GRAY FOAM CLR FIRMMED X-LONG EA
3013-48-000 GRAY FOAM CLR FIRM LG EA
3013-50-000 GRAY FOAM CLR X-LONG NARROW EA
3014-10-000 ECON COLLAR, SM EA
3014-12-000 ECON COLLAR, SM X LNG EA
3014-14-000 ECON COLLAR, MED EA
3014-16-000 ECON COLLAR, MED X LNG EA
3014-18-000 ECON COLLAR, LG EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidetial portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
3014-20-000 ECON COLLAR, X LNG NAR EA
3014-40-000 GRAY STD FOAM CLR SM EA
3014-42-000 GRAY STD FOAM CLR SM X-LONG EA
3014-44-000 GRAY STD FOAM CLR MED EA
3014-46-000 GRAY STD FOAM CLR MED X-LONG EA
3014-48-000 GRAY STD FOAM CLR LG EA
3014-50-000 GRAY STD FOAM CLR X-LONG NAR EA
3015-02-000 PHIL CERVICAL COLLAR PED EA
3015-04-000 PHIL CERVICAL COLLAR 2 1/4 SM EA
3015-06-000 PHIL CERVICAL COLLAR 2 1/4 MD EA
3015-08-000 PHIL CERVICAL COLLAR 2 1/4 LG EA
3015-10-000 PHIL CERVICAL COLLAR 3 1/4 S EA
3015-12-000 PHIL CERVICAL COLLAR 3 1/4 M EA
3015-14-000 PHIL CERVICAL COLLAR 3 1/4 L EA
3015-20-000 PHIL CERVICAL COLLAR 4 1/4 S EA
3015-22-000 PHIL CERVICAL COLLAR 4 1/4 M EA
3015-24-000 PHIL CERVICAL COLLAR 4 1/4 L EA
3015-30-000 PHIL CERVICAL COLLAR 5 1/4 S EA
3015-32-000 PHIL CERVICAL COLLAR 5 1/4 M EA
3015-34-000 PHIL CERVICAL COLLAR 5 1/4 L EA
3015-36-000 PHIL TRACH COLLAR 2 1/4 SM EA
3015-37-000 PHIL TRACH COLLAR 2 1/4 MED EA *
3015-38-000 PHIL TRACH COLLAR 2 1/4 LG EA
3015-40-000 PHIL TRACH CERV COLLAR 3 1/4 S EA
3015-42-000 PHIL TRACH CERV COLLAR 3 1/4 EA
3015-44-000 PHIL TRACH CERV COLLAR 3 1/4 L EA
3015-50-000 PHIL TRACH CERV COLLAR 4 1/4 S EA
3015-52-000 PHIL TRACH CERV COLLAR 4 1/4 EA
3015-54-000 PHIL TRACH CERV COLLAR 4 1/4 L EA
3015-60-000 PHIL TRACH CERV COLLAR 5 1/4 S EA
3015-62-000 PHIL TRACH CERV COLLAR 5 1/4 EA
3015-64-000 PHIL TRACH CERV COLLAR 5 1/4 L EA
3015-70-000 PHIL TRACH CERV COLLAR PED EA
3016-10-000 THE C-SECURE COLLAR INFANT EA
3016-12-000 THE C-SECURE COLLAR PEDIATRIC EA
3016-14-000 THE C-SECURE COLLAR NECKLESS EA
3016-16-000 THE C-SECURE COLLAR SHORT NECK EA
3016-18-000 THE C-SECURE COLLAR REGULAR EA
3016-20-000 THE C-SECURE COLLAR TALL EA
3100-10-000 PAD HALTER W/BAR SM EA
3100-12-000 PAD HALTER W/BAR MED EA
3100-14-000 PAD HALTER W/BAR, LG EA
3100-16-000 PADDED HALTER SM EA
3100-18-000 PADDED HALTER MD EA
3100-20-000 PADDED HALTER LG EA
3101-16-000 ELAS PAD HALTER W/O BAR SM EA
3101-18-000 ELAS PAD HALTER W/O BAR MED EA
3101-20-000 ELAS PAD HALTER W/O BAR LG EA
3102-10-000 BAR 8 IN EA
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
3102-12-000 BAR 10 IN EA
3102-14-000 BAR 12 IN EA
3014-00-000 BX/12 DISPOS HALTERS BX
3107-00-000 DISP HALTER SET EA
3111-00-000 TRACTION KIT EA
3112-00-000 OVERHEAD TRACTION UNIT EA
3114-00-000 UNIV. STD. HEAD HALTER EA
3115-00-000 UNIV. UPRIGHT HEAD HALTER EA
3116-00-000 DELUXE HOME TRACTION KIT EA
3200-10-000 6IN LADIES RIB BELT 24-30 EA
3200-12-000 6IN LADIES RIB BELT 30-36 EA
3200-14-000 6IN LADIES RIB BELT 36-42 EA
3200-16-000 6IN LADIES RIB BELT 42-48 EA
3200-18-000 6IN LADIES RIB BELT 48-54 EA
3201-10-000 6IN MENS RIB BELT 24-30 EA
3201-12-000 6IN MENS RIB BELT 30-36 EA
3201-14-000 6IN MENS RIB BELT 36-42 EA
3201-16-000 6IN MENS RIB BELT 42-48 EA
3201-18-000 6IN MENS RIB BELT 48-54 EA
3202-10-000 8IN MENS RIB BELT 24-30 EA
3202-12-000 8IN MENS RIB BELT 30-36 EA
3202-14-000 8IN MENS RIB BELT 36-42 EA
3202-16-000 8IN MENS RIB BELT 42-48 EA
3202-18-000 8IN MENS RIB BELT 48-54 EA
3209-10-000 8IN LADIES RIB BELT 24-30 EA
3202-12-000 8IN LADIES RIB BELT 30-36 EA
3209-14-000 8IN LADIES RIB BELT 36-42 EA
3209-16-000 8IN LADIES RIB BELT 42-48 EA *
3209-18-000 8IN LADIES RIB BELT 48-54 EA
3215-00-000 BX/6 LADIES 6IN UNIV RIB BEL BX
3215-01-000 LADIES 6IN UNIV RIB BEL EA
3216-00-000 BX/6 MENS 6IN UNIV RIB BELT BX
3216-01-000 MENS 6IN UNIV RIB BELT EA
3217-00-000 MENS 8IN UNIV RIB BELT EA
3218-00-000 LADIES 8IN UNIV RIB BELT EA
3300-10-000 ABD BINDER SM 10IN EA
3300-12-000 ABD BINDER MED 10 IN EA
3300-14-000 ABD BINDER LG 10 IN EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
3300-16-000 ABD BINDER X LG 10IN EA
3300-18-000 ABD BINDER XX LG 10 IN EA
3301-10-000 ABD BINDER SM 12IN EA
3301-12-000 ABD BINDER, MED 12IN EA
3301-14-000 ABD BINDER, LG 12IN EA
3301-16-000 ABD BINDER X LG 12IN EA
3301-18-000 ABD BINDER XX LG 12IN EA
3302-10-000 ABD BINDER MED 14IN EA
3302-12-000 ABD BINDER LG 14IN EA
3302-14-000 ABD BINDER X LG 14IN EA
3302-16-000 ABD BINDER XX LG 14IN EA
3303-10-000 ECON BINDER SM lOIN EA
3303-12-000 ECON BINDER MED 10IN EA
3303-14-000 ECON BINDER LG 10IN EA
3303-16-000 ECON BINDER XLG 10IN EA
3303-18-000 ECON BINDER XXLG 10IN EA
3304-00-000 BX/6 12IN 4 PANEL BINDER BX
3305-00-000 BX/6 9IN 3 PANEL BINDER, BX
3306-00-000 BX/6 lOIN UNIV BINDER BX *
3307-00-000 BX/6 12IN UNIV BINDER BX
3400-10-000 PAD CLAVICLE INF EA
3400-11-000 PAD CLAVICLE XSM EA
3400-12-000 PAD CLAVICLE SM EA
3400-14-000 PAD CLAVICLE MED EA
3400-16-000 PAD CLAVICLE LG EA
3400-18-000 PAD CLAVICLE X LG EA
3400-20-000 PAD CLAVICLE XX LG EA
3403-08-000 DEPUY VELCRO CLAVICLE BR INF EA
3403-10-000 DEPUY VELCRO CLAVICLE BR XS EA
3403-12-000 DEPUY VELCRO CLAVICLE BR SM EA
3403-14-000 DEPUY VELCRO CLAVICLE BR MD EA
3403-16-000 DEPUY VELCRO CLAVICLE BR LG EA
3403-18-000 DEPUY VELCRO CLAVICLE BR XLG EA
3403-20-000 DEPUY VELCRO CLAVICLE BR XXLG EA
3403-28-000 DEPUY CLAVICLE SPLINT INFANT EA
3403-30-000 DEPUY CLAVICLE SPLINT X-SM EA
3403-32-000 DEPUY CLAVICLE SPLINT SM EA
3403-34-000 DEPUY CLAVICLE SPLINT MD EA
3403-36-000 DEPUY CLAVICLE SPLINT LG EA
3403-38-000 DEPUY CLAVICLE SPLINT X-LG EA
3405-10-000 TRI-BUCKLE CLAVICLE BRACE INFT EA
3405-12-000 TRI-BUCKLE CLAVICLE BRACE SM EA
3405-14-000 TRI-BUCKLE CLAVICLE BRACE MD EA
3405-16-000 TRI-BUCKLE CLAVICLE BRACE LG EA
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
- -----------------------------------------------------------------
<S> <C> <C> <C>
3405-18-000 TRI-BUCKLE CLAVICLE BRACE X-LG EA
3405-20-000 TRI-BUCKLE CLAVICLE BRACE XXLG EA
3501-10-000 SM CRADLE SLING, NAVY EA
3501-12-000 MED CRADLE SLING, NAVY EA
3501-14-000 LG CRADLE SLING, NAVY EA
3503-00-000 UNIVERSAL ARM SLING EA
3505-10-000 SM ENVELOPE SLING, NAVY EA
3505-12-000 MED ENVELOPE SLING, NAVY EA
3505-14-000 LG ENVELOPE SLING, NAVY EA
3506-10-000 ARM SLING/STRAP W/CUFF SM EA
3506-12-000 ARM SLING/STRAP W/CUFF MED EA
3506-14-000 ARM SLING/STRAP W/CUFF LG EA
3507-10-000 SM ARM STRAP EA *
3507-12-000 MED ARM STRAP EA
3507-14-000 LG ARM STRAP EA
3507-16-000 X LG ARM STRAP EA
3507-30-000 PAD ARM STRAP, SM EA
3507-32-000 PAD ARM STRAP, MED EA
3507-34-000 PAD ARM STRAP, LG EA
3507-36-000 PAD ARM STRAP, X LG EA
3509-10-000 SM ENVELOPE SLING, NAVY EA
3509-12-000 MED ENVELOPE SLING, NAVY EA
3509-14-000 LG ENVELOPE SLING, NAVY EA
3510-08-000 BLUE MESH ARM SLING XSM EA
3510-10-000 BLUE MESH ARM SLING SM EA
3510-12-000 BLUE MESH ARM SLING MED EA
3510-14-000 BLUE MESH ARM SLING LG EA
3510-16-000 BLUE MESH ARM SLING XLG EA
3511-10-000 MENS ARMS IMMOB, SM EA
3511-12-000 MENS ARMS IMMOB, MED EA
3511-14-000 MENS ARMS IMMOB, LG EA
3511-16-000 MENS ARMS IMMOB, XLG EA
3513-10-000 IMPROVE UNIV ARM IMMOB SM EA
3513-12-000 IMPROVE UNIV ARM IMMOB MD EA
3513-14-000 IMPROVE UNIV ARM IMMOB LG EA
3514-00-000 VARNEY BRACE EA
3515-08-000 WHITE STD ARM SLING XSM EA
3515-10-000 WHITE STD ARM SLING SM EA
3515-12-000 WHITE STD ARM SLING MED EA
3515-14-000 WHITE STD ARM SLING LG EA
3515-16-000 WHITE STD ARM SLING XLG EA
3516-08-000 UNIV IMMOB SLING XS EA
- -----------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
3516-10-000 UNIV IMMOB SLING SM EA
3516-12-000 UNIV IMMOB SLING MED EA
3516-14-000 UNIV IMMOB SLING LG EA
3516-16-000 UNIV ARM IMMOBILIZER XLG EA
3517-10-000 DELUXE BLUE SLING, SM EA
3517-12-000 DELUXE BLUE SLING, MED EA
3517-14-000 DELUXE BLUE SLING, LG EA
3518-00-000 CHILD PRINT ARM SLING SMALL EA
3518-08-000 CHILD PRINT ARM SLING X-SMALL EA
3519-10-000 FEMALE ARM IMMOB, SM EA
3519-12-000 FEMALE ARM IMMOB, MED EA
3519-14-000 FEMALE ARM IMMOB, LG EA
3519-16-000 FEMALE ARM IMMOB, X LG EA
3520-00-000 GARDNER UNIV ARM ELEVATOR EA
3520-10-000 GARDNER UNIV ARM ELEV W/PKT EA
3524-00-000 ACROMIOCLAVICULAR SPLINT EA
3525-10-000 TEGTMEIER ARM ELEV/SLING SM EA
3525-12-000 TEGTMEIER ARM ELEV/SLING MED EA *
3525-14-000 TEGTMEIER ARM ELEV/SLING LG EA
3527-08-000 BLUE STD ARM SLING XSM EA
3527-10-000 BLUE STD ARM SLING SM EA
3527-12-000 BLUE STD ARM SLING MED EA
3527-14-000 BLUE STD ARM SLING LG EA
3527-16-000 BLUE STD ARM SLING XLG EA
3529-00-000 UNIV FOAM ARM/SHOULDER IMMOB EA
3530-10-000 PLAID VOGUE SLING, SM EA
3530-12-000 PLAID VOGUE SLING, MED EA
3530-14-000 PLAID VOGUE SLING, LG EA
3530-16-000 PLAID VOGUE SLING, XLG EA
3530-20-000 PLAID VOG SLNG W/PAD STRAP SM EA
3530-22-000 PLAID VOG SLNG W/PAD STRAP MD EA
3530-24-000 PLAID VOG SLNG W/PAD STRAP LG EA
3530-26-000 PLAID VOG SLNG W/PAD STRAP XLG EA
3531-10-000 UNIV SLING/SWATHE IMM PED EA
3531-12-000 UNIV SLING/SWATHE IMM SM EA
3531-14-000 UNIV SLING/SWATHE IMM MED EA
3531-16-000 UNIV SLING/SWATHE IMM LG EA
3532-10-000 BLUE VOGUE SLING SM W/PAD EA
3532-12-000 BLUE VOGUE SLING MED W/PAD EA
3532-14-000 BLUE VOGUE SLING LG W/PAD EA
3532-16-000 BLUE VOGUE SLING XLG W/PAD EA
3532-20-000 BL VOG SLG W/PAD STRAP SM EA
3532-22-000 BL VOG SLNG W/PAD STRAP MD EA
* Confidential portions omitted and filed separately with the Commission
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
- -----------------------------------------------------------------
<S> <C> <C> <C>
3560-22-000 HINGED KNEE LIG STABILIZER MED EA
3560-24-000 HINGED KNEE LIG STABILIZER LG EA
3560-26-000 HINGED KNEE LIG STABILIZER XLG EA
3560-28-000 HINGED KNEE LIG STABIL XXLG EA
3561-10-000 HINGE JOINT KNEE BRACE SM EA
3561-12-000 HINGE JOINT KNEE BRACE MED EA
3561-14-000 HINGE JOINT KNEE BRACE LG EA
3561-16-000 HINGE JOINT KNEE BRACE XL EA
3561-18-000 HINGE JOINT KNEE BRACE XXL EA
3561-20-000 ADJ HINGED KNEE SUPPORT SM EA
3561-22-000 ADJ HINGED KNEE SUPPORT MED EA
3561-24-000 ADJ HINGED KNEE SUPPORT LG EA
3561-26-000 ADJ HINGED KNEE SUPPORT X-LG EA
3561-28-000 ADJ HINGED KNEE SUPPORT XX-LG EA
3562-00-000 UNIV CONTOUR LUMBO SACRAL SPRT EA
3562-10-000 CONTOURED LUMBO SACRAL SPT SM EA
3562-12-000 CONTOURED LUMBO SACRAL SPT MED EA
3562-14-000 CONTOURED LUMBO SACRAL SPT LG EA
3562-16-000 CONTOURED LUMBO SACRAL SPT XL EA
3562-18-000 CONTOURED LUMBO SACRAL SPT XXL EA *
3562-20-000 MOLDABLE STABILIZATION PAD EA
3562-24-000 NEOPRENE SACRAL PAD (UNIV) EA
3562-30-000 NEOPR-ELSTC LUMBO SACR SUP SM EA
3562-32-000 NEOPR-ELSTC LUMBO SACR SUP MD EA
3562-34-000 NEOPR-ELSTC LUMBO SACR SUP LG EA
3562-36-000 NEOPR-ELSTC LUMBO SACR SUP XL EA
3562-38-000 NEOPR-ELSTC LUMBO SACR SUP XXL EA
3563-10-000 OPEN POPLITEAL KNEE SUPPORT SM EA
3563-12-000 OPEN POPLITEAL KNEE SUP MED EA
3563-14-000 OPEN POPLITEAL KNEE SUPPORT LG EA
3563-16-000 OPEN POPLITEAL KNEE SUPP XLG EA
3563-18-000 OPEN POPLITEAL KNEE SUP XXLG EA
3564-10-000 CALF SUPPORTS XS EA
3564-12-000 CALF SUPPORTS SM EA
3564-14-000 CALF SUPPORTS MD EA
3564-16-000 CALF SUPPORTS LG EA
3564-18-000 CALF SUPPORTS XL EA
3568-00-000 UNIVERSAL WRIST SPLINT (UNIV) EA
3568-10-000 COCKUP SPLINT RT SM EA
3568-12-000 COCKUP SPLINT RT MD EA
3568-14-000 COCKUP SPLINT RT LG EA
3568-16-000 COCKUP SPLINT RT XL EA
3568-20-000 COCKUP SPLINT LT SM EA
3568-22-000 COCKUP SPLINT LT MD EA
3568-24-000 COCKUP SPLINT LT LG EA
3568-26-000 COCKUP SPLINT LT XL EA
3570-12-000 KNEE PROTECTOR (WRAP ON) UNIV EA
3570-14-000 EXTRA HINGE COVER EA
- -----------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
3570-20-000 REPL WRAPS (SET) OLD STYLE SM PR
3570-22-000 REPL WRAPS (SET) OLD STYLE LG PR
3570-24-000 REPL WRAPS (SET) NEW STYLE SM PR
3570-26-000 REPL WRAPS (SET) NEW STYLE LG PR
3571-10-000 UNIVERSAL TENNIS ELBOW SPLINT EA
3571-12-000 UNIV TENNIS ELBOW SPLT W/BLOCK EA
3572-00-000 UNIV KNEE SUPPORT UNIV EA
3595-00-000 TRAC-LOC KNEE BRACE EA
3600-10-000 ADJ PT BELT 26-30 EA
3600-12-000 ADJ PT BELT 30-34 EA
3600-14-000 ADJ PT BELT 34-38 EA
3600-16-000 ADJ PT BELT 38-42 EA
3600-18-000 ADJ PT BELT 42-46 EA
3600-20-000 ADJ PT BELT 46-50 EA
3602-10-000 PT BELT 28 EA
3602-12-000 PT BELT 30 EA
3602-14-000 PT BELT 32 EA
3602-16-000 PT BELT 34 EA
3602-18-000 PT BELT 36 EA *
3602-20-000 PT BELT 38 EA
3602-22-000 PT BELT 40 EA
3602-24-000 PT BELT 42 EA
3602-26-000 PT BELT 44 EA
3602-28-000 PT BELT 46 EA
3602-30-000 PT BELT 48 EA
3604-00-000 SPREADER BAR 22IN EA
3606-10-000 1 STRP ADJ DISP TRAC BELT X SM EA
3606-12-000 1 STRP ADJ DISP BELT SM EA
3606-14-000 1 STRP ADJ DISP BELT MED EA
3606-16-000 1 STRP ADJ DISP BELT LG EA
3606-18-000 1 STRP ADJ DISP BELT X LG EA
3606-20-000 1 STRP ADJ DISP BELT XX LG EA
3607-10-000 2 STRP ADJ DISP TRAC BELT X SM EA
3607-12-000 2 STRP ADJ DISP BELT SM EA
3607-14-000 2 STRP ADJ DISP BELT MED EA
3607-16-000 2 STRP ADJ DISP BELT LG EA
3607-18-000 2 STRP ADJ DISP BELT X LG EA
3607-20-000 2 STRP ADJ DISP BELT XX LG EA
3608-00-000 UNIV SINGLE STRAP TRACT BELT EA
3610-10-000 PAD HIP SPICA SM 24-32 HIP SZ EA
3610-12-000 PAD HIP SPICA MED 30-38 HIP SZ EA
* Confidential portions omitted and filed with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------
COLUMBIA/HCA
CATALOG DESCRIPTION U/M PRICE
- ---------------------------------------------------------------
<S> <C> <C> <C>
3532-24-000 BL VOG SLNG W/PAD STRAP LG EA
3532-26-000 BL VOG SLNG W/PAD STRAP XLG EA
3533-08-000 PAVLIK HARNESS X-SM EA
3533-10-000 PAVLIK HARNESS SM EA
3533-12-000 PAVLIK HARNESS MED EA
3533-14-000 PAVLIK HARNESS LG EA
3534-00-000 UNIV SLING/SWATHE EA
3535-10-000 CLOSED SLV SLING & SWATHE SM EA
3535-12-000 CLOSED SLV SLING & SWATHE MED EA
3535-14-000 CLOSED SLV SLING & SWATHE LG EA
3550-10-000 KNEE SUPPORT SM EA
3550-12-000 KNEE SUPPORT MED EA
3550-14-000 KNEE SUPPORT LG EA
3550-16-000 KNEE SUPPORT XLG EA
3550-18-000 KNEE SUPPORT XXL EA *
3551-10-000 KNEE SUPPORT W/CUTOUT SM EA
3551-12-000 KNEE SUPPORT W/CUTOUT MED EA
3551-14-000 KNEE SUPPORT W/CUTOUT LG EA
3551-16-000 KNEE SUPPORT W/CUTOUT XLG EA
3551-18-000 KNEE SUPPORT W/CUTOUT XXL EA
3551-20-000 STABIL KNEE SUPPORT SM EA
3551-22-000 STABIL KNEE SUPPORT MD EA
3551-24-000 STABIL KNEE SUPPORT LG EA
3551-26-000 STABIL KNEE SUPPORT XLG EA
3551-28-000 STABIL KNEE SUPPORT XXLG EA
3551-30-000 ADJ PATELLAR KNEE SUPPORT SM EA
3551-32-000 ADJ PATELLAR KNEE SUPPORT MED EA
3551-34-000 ADJ PATELLAR KNEE SUPPORT LG EA
3551-36-000 ADJ PATELLAR KNEE SUPPORT XLG EA
3551-38-000 ADJ PATELLAR KNEE SUPPORT XXLG EA
3552-10-000 CARTILAGE KNEE SPT/RIGHT SM EA
3552-12-000 CARTILAGE KNEE SPT/RIGHT MED EA
3552-14-000 CARTILAGE KNEE SPT/RIGHT LG EA
3552-16-000 CARTILAGE KNEE SPT/RIGHT XLG EA
3552-18-000 CARTILAGE KNEE SPT/RIGHT XXL EA
3552-20-000 CARTILAGE KNEE SPT/LEFT SM EA
3552-22-000 CARTILAGE KNEE SPT/LEFT MED EA
3552-24-000 CARTILAGE KNEE SPT/LEFT LG EA
3552-26-000 CARTILAGE KNEE SPT/LEFT XLG EA
3552-28-000 CARTILAGE KNEE SPT/LEFT XXL EA
3553-10-000 PATELLAR KNEE SUPPORT SM EA
3553-12-000 PATELLAR KNEE SUPPORT MED EA
3553-14-000 PATELLAR KNEE SUPPORT LG EA
3553-16-000 PATELLAR KNEE SUPPORT XLG EA
3553-18-000 PATELLAR KNEE SUPPORT XXL EA
3553-20-000 ADJ PATELLAR KNEE SUPPORT SM EA
3553-22-000 ADJ PATELLAR KNEE SUPPORT MD EA
- ---------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG DESCRIPTION U/M PRICE
3553-24-000 ADJ PATELLAR KNEE SUPPORT LG EA
3553-26-000 ADJ PATELLAR KNEE SUPPORT XLG EA
3553-28-000 ADJ PATELLAR KNEE SUPPORT XXLG EA
3554-10-000 ANKLE SUPPORT SM EA
3554-12-000 ANKLE SUPPORT MED EA
3554-14-000 ANKLE SUPPORT LG EA
3554-16-000 ANKLE SUPPORT XLG EA
3554-20-000 ADJ ANKLE SUPPORT SM EA
3554-22-000 ADJ ANKLE SUPPORT MD EA
3554-24-000 ADJ ANKLE SUPPORT LG EA
3554-26-000 ADJ ANKLE SUPPORT XLG EA
3554-30-000 DOUBLE WRAP ANKLE SUPPORT SM EA
3554-32-000 DOUBLE WRAP ANKLE SUPPORT MED EA
3554-34-000 DOUBLE WRAP ANKLE SUPPORT LG EA
3554-36-000 DOUBLE WRAP ANKLE SUPPORT X-LG EA
3555-10-000 POST-OP ARTHRO KNEE DRES/RT SM EA
3555-12-000 POST-OP ARTHRO KNEE DRES/RT MD EA
3555-14-000 POST-OP ARTHRO KNEE DRES/RT LG EA
3555-16-000 POST-OP ARTHRO KNEE DRES/RT XL EA *
3555-20-000 POST-OP ARTHRO KNEE DRES/LT SM EA
3555-22-000 POST-OP ARTHRO KNEE DRES/LT MD EA
3555-24-000 POST-OP ARTHRO KNEE DRES/LT LG EA
3555-26-000 POST-OP ARTHRO KNEE DRES/LT XL EA
3556-10-000 TENNIS ELBOW SUPPORT SM EA
3556-12-000 TENNIS ELBOW SUPPORT MED EA
3556-14-000 TENNIS ELBOW SUPPORT LG EA
3556-16-000 TENNIS ELBOW SUPPORT XLG EA
3557-00-000 UNIVERSAL WRIST WRAP EA
3558-10-000 THIGH WRAP XSM EA
3558-12-000 THIGH WRAP SM EA
3558-14-000 THIGH WRAP MED EA
3558-16-000 THIGH WRAP LG EA
3558-18-000 THIGH WRAP XLG EA
3559-10-000 CROSS-STRAP KNEE DRESS SM RT EA
3559-12-000 CROSS-STRAP KNEE DRESS MED RT EA
3559-14-000 CROSS-STRAP KNEE DRESS LG RT EA
3559-16-000 CROSS-STRAP KNEE DRESS XLG RT EA
3559-20-000 CROSS-STRAP KNEE DRESS SM LFT EA
3559-22-000 CROSS-STRAP KNEE DRESS MED LFT EA
3559-24-000 CROSS-STRAP KNEE DRESS LG LFT EA
3559-26-000 CROSS-STRAP KNEE DRESS XLG LFT EA
3560-10-000 LIGAMENT STAB KNEE BRACE SM EA
3560-12-000 LIGAMENT STAB KNEE BRACE MED EA
3560-14-000 LIGAMENT STAB KNEE BRACE LG EA
3560-16-000 LIGAMENT STAB KNEE BRACE XLG EA
3560-18-000 LIGAMENT STAB KNEE BRACE XXL EA
3560-20-000 HINGED KNEE LIG STABILIZER SM EA
*Confidential portions omitted and
filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICES
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
3610-14-000 PAD HIP SPICA LG 36-42 HIP SZ EA
3610-16-000 PAD HIP SPICA XL 42-50 HIP SZ EA
3610-18-000 PAD HIP SPICA XXL 48-56 HIP SZ EA
3611-10-000 DELUX PAD PT BELT 26-34 EA
3611-12-000 DELUX PAD PT BELT 34-42 EA
3611-14-000 DELUX PAD PT BELT 42-50 EA
3612-00-000 UNIV PT BELT COMPL EA
3612-07-000 UNIV PT BELT 7IN EA
3650-00-000 DURA*KOLD COLLAR UNIV EA
3651-00-000 DURA*KOLD NECK WRAP UNIV EA
3652-00-000 DURA*KOLD DENTAL/TMJ UNIV EA
3653-00-000 DURA*KOLD SHLDR REG UNIV EA
3653-00-600 DURA*KOLD SHOULDER/HIP REG W/L EA
3653-08-000 DURA*KOLD SHLDR/HIP WRAP, SM EA *
3653-08-600 DURA*KOLD SHOULDER/HIP SM W/L EA
3654-00-000 DURA*KOLD SHLDR W/ROT CUFF UNV EA
3654-00-600 DURA*KOLD SHLDR/W/ROTR CUF W/L EA
3655-00-000 DURA*KOLD BACK WRAP EA
3655-00-600 DURA*KOLD BACK WRAP W/L EA
3656-10-000 DURA*KOLD PACK 9 X 11 EA
3656-12-000 DURA*KOLD PACK (SOLID) 9 X 11 EA
3656-14-000 DURA*KOLD PACK 11 X 16 EA
3656-16-000 DURA*KOLD PACK (SOLID) 11 X 16 EA
3657-00-000 DURA*KOLD WRIST AND ELBOW UNIV EA
3657-00-600 DURA*KOLD WRIST AND ELB WRAP W/L EA
3658-00-000 DURA*KOLD GROIN UNVI EA
3659-00-000 DURA*KOLD CPM KNEE WRAP UNIV EA
3659-00-600 DURA*KOLD CPM KNEE WRAP W/L EA
3660-10-000 DURA*KOLD ARTHRO KNEE WRAP UNIV EA
3660-10-000 D*K ARTHRO KNEE WRAP STD W/L EA
3660-12-000 DURA*KOLD ARTHRO KNEE WRAP LG EA
3660-12-600 D*K ARTHRO KNEE WRAP LG W/L EA
3660-14-000 DURA*KOLD ARTHRO KNEE WRAP XLG EA
3660-14-600 D*K ARTHRO KNEE WRAP XLG W/L EA
3662-12-000 DURA*KOLD LEG & ARM WRAP MED EA
3662-12-600 D*K LEG & ARM WRAP MED W/L EA
3662-16-600 DURA*KOLD LEG & ARM WRAP X-LG EA
3663-10-000 DURA*KOLD FOOT & ANKL WRAP STD EA
3663-10-600 D*K FOOT & ANKLE WRAP STD W/L EA
- -------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
3664-00-000 DURA*KOLD VEST UNIV EA
3665-00-000 DURA*KOLD OUCH POUCH UNIV EA
3666-10-000 DURA*KOLD INSULATED BAG SM EA
3666-12-000 DURA*KOLD INSULATED BAG LG EA
3667-00-000 DURA*KOLD SURGICAL FOOT WRAP EA
3667-00-600 DURA*KOLD SURG FOOT WRAP W/L EA
3675-00-000 DURA*KOLD CONSUMER WRAP 5X15 EA
3676-00-000 DURA*KOLD CONSUMER WRAP 8X22 EA
3680-02-000 D*K SURG KNEE SLV W/2 ICE INSR EA
3680-04-000 D*K SURG KNEE SLV W/4 ICE INSR KI
3680-20-000 D*K REMOVEABLE ICE INSR 24/PKG PK
3701-08-000 LADIES LUMBO 30 IN EA
3701-10-000 LADIES LUMBO 32 IN EA
3701-12-000 LADIES LUMBO 34 IN EA
3701-14-000 LADIES LUMBO 36 IN EA *
3701-16-000 LADIES LUMBO 38 IN EA
3701-18-000 LADIES LUMBO 40 IN EA
3701-20-000 LADIES LUMBO 42 IN EA
3701-22-000 LADIES LUMBO 44 IN EA
3701-24-000 LADIES LUMBO 46 INCH EA
3701-26-000 LADIES LUMBO 48 INCH EA
3705-10-000 MEN'S LUMBO 30 IN EA
3705-12-000 MEN'S LUMBO 32 IN EA
3705-14-000 MEN'S LUMBO 34 IN EA
3705-16-000 MEN'S LUMBO 36 IN EA
3705-18-000 MEN'S LUMBO 38 IN EA
3705-20-000 MEN'S LUMBO 40 IN EA
3705-22-000 MEN'S LUMBO 42 IN EA
3705-24-000 MEN'S LUMBO 44 IN EA
3710-10-000 SACRO W/PAD TUCKS SM EA
3710-12-000 SACRO W/PAD TUCKS MED EA
3710-14-000 SACRO W/PAD TUCKS LG EA
3710-16-000 SACRO W/PAD TUCKS XLG EA
3710-18-000 SACRO W/PAD TUCKS XX-LARGE EA
3713-10-000 11 IN SACRAL BELT SM 28-32 EA
3713-12-000 11 IN SACRAL BELT SM/MED 32-36 EA
3713-14-000 11 IN SACRAL BELT MED/LG 36-40 EA
3713-16-000 11 IN SACRAL BELT LG 40-44 EA
* Confidential portions omitted and filed separately with the Commission
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
3713-18-000 11 IN SACRAL BELT XL 44-48 EA
3713-20-000 11 IN SACRAL BELT XXLG 48-52 EA
3714-10-000 11IN SACRAL PT SM EA
3714-12-000 11IN SACRAL PT SM MED EA
3714-14-000 11IN SACRAL PT MED LG EA
3714-16-000 11IN SACRAL PT LG EA
3714-18-000 11IN SACRAL PT X LG EA
3714-20-000 11IN SACRAL PT XX LG EA
3715-10-000 13IN SACRAL PT SM EA
3715-12-000 13IN SACRAL PT SM MED EA
3715-14-000 13IN SACRAL PT MED LG EA
3715-16-000 13IN SACRAL PT LG EA
3715-18-000 13IN SACRAL PT X LG EA
3715-20-000 13IN SACRAL PT XXLG EA
3716-10-000 13IN SACRAL BELT, SM EA
3716-12-000 13IN SACRAL BELT, SM MED EA
3716-14-000 13IN SACRAL BELT, MED LG EA
3716-16-000 13IN SACRAL BELT, LG EA *
3716-18-000 13IN SACRAL BELT, X LG EA
3716-20-000 13IN SACRAL BELT, XX LG EA
3717-00-000 UNIV LUMBOSACRAL SUPPORT EA
3718-10-000 CONTOUR ELAS L/S SPT SM(30-34) EA
3718-12-000 CONTOUR ELAS L/S SPT M(34-38) EA
3718-14-000 CONTOUR ELAS L/S SPT L(38-42) EA
3718-16-000 CONTOUR ELAS L/S SPT XL(42-46) EA
3718-18-000 CONTOUR ELAS L/S SP XXL(46-50) EA
3719-10-000 ADJ SACRAL BELT (24IN-34IN) SM EA
3719-12-000 ADJ SACRAL BELT (34IN-44IN) LG EA
3731-08-000 HEEL LOCK ANKLE BRACE X-SMALL EA
3731-10-000 HEEL LOCK ANKLE BRACE SMALL EA
3731-12-000 HEEL LOCK ANKLE BRACE MEDIUM EA
3731-14-000 HEEL LOCK ANKLE BRACE LARGE EA
3731-16-000 HEEL LOCK ANKLE BRACE X-LARGE EA
3748-10-000 H D ELASTIC WRIST SPLINT XS RT EA
3748-12-000 H D ELASTIC WRIST SPLINT XS LT EA
3748-14-000 H D ELASTIC WRIST SPLINT SM RT EA
3748-16-000 H D ELASTIC WRIST SPLINT SM LT EA
3748-18-000 H D ELASTIC WRIST SPLINT MD RT EA
3748-20-000 H D ELASTIC WRIST SPLINT MD LT EA
3748-22-000 H D ELASTIC WRIST SPLINT LG RT EA
3748-24-000 H D ELASTIC WRIST SPLINT LG LT EA
3748-26-000 H D ELASTIC WRIST SPLINT XLG RT EA
3748-28-000 H D ELASTIC WRIST SPLINT XLG LT EA
3749-00-000 ANDRAS UNIV WRIST SPLINT EA
- ------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
3750-02-000 COCKUP SPL T0DDLER RT 4 1/2 IN EA
3750-04-000 COCKUP SPL TODDLER LT 4 1/2 IN EA
3750-06-000 COCKUP XXS RT 6 IN EA
3750-08-000 COCKUP XXS LFT 6 IN EA
3750-10-000 COCKUP XS RT 6 IN EA
3750-12-000 COCKUP XS LFT 6 IN EA
3750-14-000 COCKUP SM RT 6 IN EA
3750-16-000 COCKUP SM LFT 6 IN EA
3750-18-000 COCKUP MED RT 6 IN EA
3750-20-000 COCKUP MED LFT 6 IN EA
3750-22-000 COCKUP LG RT 6 IN EA
3750-24-000 COCKUP LG LFT 6 IN EA
3750-30-000 LOOP-LOCK COCKUP 6IN XS RT EA
3750-32-000 LOOP-LOCK COCKUP 6IN XS LFT EA
3750-34-000 LOOP-LOCK COCKUP 6IN SM RT EA
3750-36-000 LOOP-LOCK COCKUP 6IN SM LFT EA
3750-38-000 LOOP-LOCK COCKUP 6IN MED RT EA
3750-40-000 LOOP-LOCK COCKUP 6IN MED LFT EA
3750-42-000 LOOP-LOCK COCKUP 6IN LG RT EA
3750-44-000 LOOP-LOCK COCKUP 6IN LG LFT EA
3751-06-000 COCKUP XX SMALL RIGHT 8 IN EA *
3751-08-000 COCKUP XX SMALL LEFT BIN EA
3751-10-000 COCKUP XS RT 8 IN EA
3751-12-000 COCKUP XS LFT 8 IN EA
3751-14-000 COCKUP SM RT 8 IN EA
3751-16-000 COCKUP SM LFT 8 IN EA
3751-18-000 COCKUP MED RT 8 IN EA
3751-20-000 COCKUP MED LFT 8 IN EA
3751-22-000 COCKUP LG RT 8 IN EA
3751-24-000 COCKUP LG LFT 8 IN EA
3751-30-000 LOOP-LOCK COCKUP 8IN XS RT EA
3751-32-000 LOOP-LOCK COCKUP 8IN XS LFT EA
3751-34-000 LOOP-LOCK COCKUP 8IN SM RT EA
3751-36-000 LOOP-LOCK COCKUP 8IN SM LFT EA
3751-38-000 LOOP-LOCK COCKUP 8IN MED RT EA
3751-40-000 LOOP-LOCK COCKUP 8IN MED LFT EA
3751-42-000 LOOP-LOCK COCKUP 8IN LG RT EA
3751-44-000 LOOP-LOCK COCKUP 8IN LG LFT EA
3753-06-000 COCKUP W/LACES XXS RT 6 IN EA
3753-08-000 COCKUP W/LACES XXS LFT 6 IN EA
3753-10-000 COCKUP W/LACES XS RT 6 IN EA
3753-12-000 COCKUP W/LACES XS LFT 6 IN EA
3753-14-000 COCKUP W/LACES SM RT 6 IN EA
3753-16-000 COCKUP W/LACES SM LFT 6 IN EA
3753-18-000 COCKUP W/LACES MED RT 6 IN EA
3753-20-000 COCKUP W/LACES MED LFT 6 IN EA
3753-22-000 COCKUP W/LACES LG RT 6 IN EA
3753-24-000 COCKUP W/LACES LG LFT 6 IN EA
3753-26-000 COCKUP W/LACES XL RT 6 IN EA
3753-28-000 COCKUP W/LACES XL LFT 6 IN EA
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
3754-10-000 COCKUP W/LACES XS RT 8 IN EA
3754-12-000 COCKUP W/LACES XS LFT 8 IN EA
3754-14-000 COCKUP W/LACES SM RT 8 IN EA
3754-16-000 COCKUP W/LACES SM LFT 8 IN EA
3754-18-000 COCKUP W/LACES MED RT 8 IN EA
3754-20-000 COCKUP W/LACES MED LFT 8 IN EA
3754-22-000 COCKUP W/LACES LG RT 8 IN EA
3754-24-000 COCKUP W/LACES LG LFT 8 IN EA
3754-26-000 COCKUP W/LACES XL RT 8 IN EA
3754-28-000 COCKUP W/LACES XL LFT 8 IN EA
3755-10-000 WRIST SPLINT, SM EA
3755-12-000 WRIST SPLINT, MED EA
3755-14-000 WRIST SPLINT, LG EA
3756-10-000 KNEE CAP XS EA
3756-12-000 KNEE CAP SM EA
3756-14-000 KNEE CAP MED EA
3756-16-000 KNEE CAP LG EA
3756-18-000 KNEE CAP XL EA
3756-20-000 KNEE CAP XXLG EA *
3757-10-000 HINGED KNEE SM EA
3757-12-000 HINGED KNEE SM W/LOCK EA
3757-14-000 HINGED KNEE MED EA
3757-16-000 HINGED KNEE MED W/LOCK EA
3757-18-000 HINGED KNEE LG EA
3757-20-000 HINGED KNEE LG W/LOCK EA
3757-22-000 HINGED KNEE X LG EA
3757-24-000 HINGED KNEE XXLG EA
3758-10-000 HINGED KNEE SM EA
3758-12-000 HINGED KNEE MED EA
3758-14-000 HINGED KNEE LG EA
3758-16-000 HINGED KNEE X LG EA
3758-18-000 HINGED KNEE XXLG EA
3759-10-000 KNEE PAD SM EA
3759-12-000 KNEE PAD MED EA
3759-14-000 KNEE PAD LG EA
3759-16-000 KNEE PAD XL EA
3760-08-000 ANKLE BRACE X SM EA
3760-10-000 ANKLE BRACE SM EA
3760-12-000 ANKLE BRACE MED EA
3760-14-000 ANKLE BRACE LG EA
3760-16-000 ANKLE BRACE X LG EA
3761-10-000 ANKLE SPLINT SM EA
3761-12-000 ANKLE SPLINT MED EA
3761-14-000 ANKLE SPLINT LG EA
3761-16-000 ANKLE SPLINT X LG EA
3762-12-000 TRACTION ANKLET MED EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
3762-14-000 TRACTION ANKLET LG EA
3764-10-000 PR HEEL PROTECTOR SM PR
3764-12-000 PR HEEL PROTECTOR MED PR
3764-14-000 PR HEEL PROTECTOR LG, PR
3764-22-000 BX/12 PR HEEL PROTECTOR MED BX
3769-10-000 BED PAD 24X30 EA
3769-12-000 BED PAD 30X40 EA
3769-14-000 BED PAD 30X60 EA
3770-00-000 LEVY CLINIC PATELLA STRAP EA
3773-10-000 BX/10 FLEX MASTER 2 IN BX
3773-12-000 BX/10 FLEX MASTER 2-1/2 IN BX
3773-14-000 BX/10 FLEX MASTER 3 IN BX
3773-16-000 BX/10 FLEX MASTER 4 IN BX
3773-18-000 BX/10 FLEX MASTER 6 IN BX
3773-20-000 EASY-LOCK BANDAGE 2 IN BX *
3773-24-000 EASY-LOCK BANDAGE 3 IN BX
3773-26-000 EASY-LOCK BANDAGE 4 IN BX
3773-28-000 EASY-LOCK BANDAGE 6 IN BX
3775-10-000 BX/12 FLEX MASTER DBL 4IN BX
3775-12-000 BX/12 FLEX MASTER DBL 6 IN BX
3775-20-000 STER DBL LENGTH FLEXMASTER 4IN BX
3775-22-000 STER DBL LENGTH FLEXMASTER 6IN BX
3775-30-000 STERILE FLEXMASTER BANDAGE 2IN BX
3775-34-000 STERILE FLEXMASTER BANDAGE 3IN BX
3775-36-000 STERILE FLEXMASTER BANDAGE 4IN BX
3775-38-000 STERILE FLEXMASTER BANDAGE 6IN BX
3776-12-000 STOCKINETTE 2 IN BX 25 YDS EA
3776-16-000 STOCKINETTE 3 IN BX 25 YDS EA
3776-18-000 STOCKINETTE 4 IN BX 25 YDS EA
3776-20-000 STOCKINETTE 5 IN BX 25 YDS EA
3776-22-000 STOCKINETTE 6 IN BX 25 YDS EA
3776-24-000 STOCKINETTE 8 IN BX 25 YDS EA
3778-10-000 FELT 1/8X12X72 WHITE EA
3778-12-000 FELT 1/8X36X36 WHITE EA
3778-14-000 FELT 1/8X24X72 WHITE EA
3778-16-000 FELT 1/8X36X72 WHITE EA
3779-10-000 FELT 1/4X12X72 WHITE EA
3779-12-000 FELT 1/4X36X36 WHITE EA
3779-14-000 FELT 1/4X24X72 WHITE EA
3779-16-000 FELT 1/4X36X72 WHITE EA
3782-10-000 FELT 1/2 X 12 X 72 WHITE EA
3782-12-000 FELT 1/2 X 36 X 36 WHITE EA
3782-14-000 FELT 1/2 X 24 X 72 WHITE EA
3782-16-000 FELT 1/2 X 36 X 72 WHITE EA
*Confidential portions omitted and
filed separately with the Commission
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
3784-10-000 FOAM PADDING 1/4 X 34 X 54 EA
3784-12-000 FOAM PADDING 1/2 X 34 X 54 EA
3788-20-000 VELCRO HOOK 1IN X 10YDS, WHIT EA
3788-22-000 VELCRO PILE 1IN X 10YDS, WHIT EA
3788-24-000 VELCRO HOOK 2IN X 10YDS, WHIT EA
3788-26-000 VELCRO PILE 2IN X 10YDS WHITE EA
3793-10-000 FLEX FOAM 3IN X 64IN EA
3793-12-000 FLEX FOAM 3IN X 20 YDS EA
3793-14-000 FLEX FOAM 4IN X 64IN EA
3793-16-000 FLEX FOAM 4IN X 20 YDS EA
3795-10-000 TRACTION KIT 3 IN EA
3795-12-000 TRACTION KIT 4 IN EA
3796-00-000 TENSION PILLOW EA
*
3802-10-000 ELAS WRIST SPLINT, SM EA
3802-12-000 ELAS WRIST SPLINT, MED EA
3802-14-000 ELAS WRIST SPLINT, LG EA
3803-10-000 PR RESTRAINT MITT SM PR
3803-12-000 PR RESTRAINT MITT MED PR
3803-14-000 PR RESTRAINT MITT LG PR
3804-10-000 WAIST RESTRAINT, SM EA
3804-12-000 WAIST RESTRAINT, MED EA
3804-14-000 WAIST RESTRAINT, LG EA
3806-10-000 VEST RESTRAINT, SM EA
3806-12-000 VEST RESTRAINT, MED EA
3806-14-000 VEST RESTRAINT, LG EA
3806-16-000 VEST RESTRAINT, X LG EA
3806-18-000 MESH VEST RESTRAINT X SM EA
3806-20-000 MESH VEST RESTRAINTS SM EA
3806-22-000 MESH VEST RESTRAINTS MED EA
3806-24-000 MESH VEST RESTRAINTS LG EA
3806-26-000 MESH VEST RESTRAINTS XL EA
3806-28-000 MESH VEST RESTR W/SLEEVES X-SM EA
3806-30-000 MESH VEST RESTR W/SLEEVES SM EA
3806-32-000 MESH VEST RESTR W/SLEEVES MED EA
3806-34-000 MESH VEST RESTR W/SLEEVES LG EA
3806-36-000 MESH VEST RESTR W/SLEEVES X-LG EA
3806-38-000 PLAD VEST RESTR W/SLEEVES X-SM EA
3806-40-000 PLAD VEST RESTR W/SLEEVES SM EA
3806-42-000 PLAD VEST RESTR W/SLEEVES MED EA
3806-44-000 PLAD VEST RESTR W/SLEEVES LG EA
3806-46-000 PLAD VEST RESTR W/SLEEVES X-LG EA
3807-00-000 BED RESTRAINT EA
3808-10-000 PR WRIST/ANKLE RESTRAINT, INF PR
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
3808-12-000 PR WRIST/ANKLE RESTRAINT,ADULT PR
3810-12-000 TUBE FOAM PAD 1/2Xl-1/2INX5FT EA
3816-10-000 TRACTION STRIPS 2IN X 24IN INF EA
3816-12-000 TRACTION STRIPS 2.5INX30IN JR EA
3816-14-000 TRACTION STRIPS 3INX40IN ADULT EA
3816-16-000 TRACTION STRIPS 3INX56IN XLONG EA
3817-00-000 ADULT TRACTION KIT EA
3818-10-000 WOMEN'S SUPER POST-OP SHOE SM EA
3818-12-000 WOMEN'S SUPER POST-OP SHOE MED EA
3818-14-000 WOMEN'S SUPER POST-OP SHOE LG EA
3818-20-000 MEN'S SUPER POST-OP SHOE SM EA
3818-22-000 MEN'S SUPER POST-OP SHOE MED EA
3818-24-000 MEN'S SUPER POST-OP SHOE LG EA
3818-26-000 MEN'S SUPER POST-OP SHOE XLG EA
3819-06-000 DLX PAD POST-OP SHOE PEDIATRIC EA
3819-08-000 DLX PAD POST-OP SHOE X-SMALL EA *
3819-10-000 DLX PAD POST-OP SHOE SMALL SM EA
3819-12-000 DLX PAD POST-OP SHOE MEDIUM EA
3819-14-000 DLX PAD POST-OP SHOE LARGE LG EA
3819-16-000 DLX PAD POST-OP SHOE X-LARGE EA
3820-08-000 CAST SHOE, PEDIATRIC EA
3820-10-000 CAST SHOE, SMALL EA
3820-12-000 CAST SHOE, MEDIUM EA
3820-14-000 CAST SHOE, LARGE EA
3820-16-000 CAST SHOE, XLG EA
3820-28-000 PINK OPEN TOE CAST SHOE PEDIA EA
3820-30-000 PINK OPEN TOE CAST SHOE SM EA
3820-32-000 PINK OPEN TOE CAST SHOE MED EA
3820-34-000 PINK OPEN TOE CAST SHOE LG EA
3820-36-000 PINK OPEN TOE CAST SHOE XLG EA
3821-10-000 INF PRINT CAST SHOE XS 4-3/4 EA
3821-12-000 INF PRINT CAST SHOE SM 5-1/2 EA
3822-08-000 RAINBOW CAST SANDAL PED EA
3822-10-000 RAINBOW CAST SANDAL SM EA
3822-12-000 RAINBOW CAST SANDAL MED EA
3822-14-000 RAINBOW CAST SANDAL LG EA
3822-16-000 RAINBOW CAST SANDAL XLG EA
3824-10-000 16IN FOAM KNEE BRACE SM EA
3824-12-000 16IN FOAM KNEE BRACE MED EA
3824-14-000 16IN FOAM KNEE BRACE LG EA
3824-16-000 16IN FOAM KNEE BRACE X LG EA
3824-18-000 16IN FOAM KNEE BRACE XXLG EA
3825-10-000 22IN FOAM KNEE BRACE, SM EA
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
3825-12-000 22IN FOAM KNEE BRACE, MED EA
3825-14-000 22IN FOAM KNEE BRACE, LG EA
3825-16-000 22IN FOAM KNEE BRACE, XLG EA
3825-18-000 22IN FOAM KNEE BRACE, XXLG EA
3825-20-000 24 IN FOAM KNEE BRACE SMALL EA
3825-22-000 24 IN FOAM KNEE BRACE MEDIUM EA
3825-24-000 24 IN FOAM KNEE BRACE LARGE EA
3825-26-000 24 IN FOAM KNEE BRACE X-LARGE EA
3825-28-000 24 IN FOAM KNEE BRACE XX-LARGE EA
3826-10-000 19IN FOAM KNEE BRACE SM EA
3826-12-000 19IN FOAM KNEE BRACE MED EA
3826-14-000 19IN FOAM KNEE BRACE LG EA
3826-16-000 19IN FOAM KNEE BRACE XLG EA
3826-18-000 19IN FOAM KNEE BRACE XXLG EA
3827-08-000 POST-OP SHOE VELCRO XS EA
3827-10-000 LADIES POST-OP SHOE, SM EA
3827-12-000 LADIES POST-OP SHOE, MED EA *
3827-14-000 LADIES POST-OP SHOE, LG EA
3827-18-000 POST-OP SHOE W/LACES XS EA
3827-20-000 LADIES POST-OP SHOE W/LACES S EA
3827-22-000 LADIES POST-OP SHOE W/LACES M EA
3827-24-000 LADIES POST-OP SHOE W/LACES L EA
3828-10-000 MENS POST-OP SHOE, SM EA
3828-12-000 MENS POST-OP SHOE, MED EA
3828-14-000 MENS POST-OP SHOE, LG EA
3828-16-000 POST-OP SHOE VELCRO XLG EA
3828-20-000 MENS POST-OP SHOE W/LACES SM EA
3828-22-000 MENS POST-OP SHOE W/LACES MD EA
3828-24-000 MENS POST-OP SHOE W/LACES LG EA
3828-26-000 POST-OP SHOE X/LACES XLG EA
3829-00-000 UNIVERSAL BUCKS SPLINT EA
3829-08-000 BUCKS TRACTION SPLINT INFANT EA
3829-10-000 DEL BUCKS SPLINT, PED EA
3829-12-000 DEL BUCKS SPLINT, SM EA
3829-14-000 DEL BUCKS SPLINT, MED EA
3829-16-000 DEL BUCKS SPLINT, LG EA
3829-18-000 DEL BUCKS SPLINT, XLG EA
3829-20-000 BUCKS SPLINT W/REPL BOOT EA
3829-22-000 BUCKS REPL BOOT
3830-10-000 FOAM ANKLE BRACE, SM EA
3830-12-000 FOAM ANKLE BRACE, MED EA
3830-14-000 FOAM ANKLE BRACE, LG EA
3830-16-000 FOAM ANKLE BRACE, XLG EA
3831-00-000 ABDUCTION PILLOW, MED EA
3831-08-000 ABDUCTION PILLOW, SM EA
3831-12-000 REPLACEMENT COVER, SM EA
3831-13-000 VINYL COVER SM (4 IN STRAP) EA
3831-14-000 REPLACEMENT COVER, MED EA
- ----------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
3831-15-000 VINYL COVER MD (4 IN STRAP) EA
3831-16-000 KODEL BAND/ABD PILLOW SM EA
3831-18-000 KODEL BAND/ABD PILLOW MED EA
3831-20-000 REPLACEMENT STRAPS SM,PR PR
3831-21-000 REPL STRAPS SM PR 4 IN EA
3831-22-000 REPLACEMENT STRAPS MED,PR PR
3831-23-000 REPL STRAPS MD PR 4 IN EA
3832-10-000 FOAM WRIST SPLINT XS RT EA
3832-12-OOO FOAM WRIST SPLINT XS LT EA
3832-14-000 FOAM WRIST SPLINT SM RT EA
3832-16-000 FOAM WRIST SPLINT SM LT EA
3832-18-000 FOAM WRIST SPLINT MED RT EA
3832-20-000 FOAM WRIST SPLINT MED LFT EA
3832-22-000 FOAM WRIST SPLINT LG RT EA
3832-24-000 FOAM WRIST SPLINT LG LT EA
3832-26-000 FOAM WRIST SPLINT XL RT EA
3832-28-000 FOAM WRIST SPLINT XL LT EA
3833-00-000 TENNIS ELBOW SPLINT EA
3833-10-000 TENNIS ELBOW WITH BLOCK UNIV EA
3834-00-000 PR UNIV FOAM HEEL/ELBOW PROT PR *
3835-10-OOO ECON 19IN FOAM KNEE BRACE SM EA
3835-12-000 ECON 19IN FOAM KNEE BRACE, ME EA
3835-14-000 ECON 19IN FOAM KNEE BRACE, LG EA
3835-16-OOO ECON 19IN FOAM KNEE BRACE, XL EA
3835-18-000 ECON 19IN FOAM KNEE BRACE XXL EA
3836-10-000 CAST BOOT, PED EA
3836-12-000 CAST BOOT, SM EA
3836-14-000 CAST BOOT, MED EA
3836-16-000 CAST BOOT, LG EA
3836-18-000 CAST BOOT, X LG EA
3838-00-000 BX/6 POPLITEAL INSERTS/KNEE EA
3841-10-000 12IN FOAM KNEE BRACE-SM EA
3841-12-000 12IN FOAM KNEE BRACE-MED EA
3841-14-000 12IN FOAM KNEE BRACE-LG EA
3841-16-000 12IN FOAM KNEE BRACE-XLG EA
3841-18-000 12IN FOAM KNEE BRACE-XXLG EA
3842-00-000 BX/12 FOAM TRACTION BALLS BX
3843-00-000 UNIV KNEE DRESSING 19IN EA
3843-08-OOO UNIV KNEE DRESSING W/LP LK 14 EA
3843-10-000 UNIV KNEE DRESSING W/LP LK 19 EA
3844-OO-000 UNIV KNEE DRESSING 22IN EA
3844-10-000 UNIV KNEE DRESSING W/LP LK 22 EA
3844-12-000 UNIV KNEE DRESSING W/LP LK 26 EA
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
- ---------------------------------------------------------------
<S> <C> <C> <C>
3845-16-000 PR CALF STOCKING SM PR
3845-18-000 PR CALF STOCKING MED PR
3845-20-000 PR CALF STOCKING LG PR
3845-21-000 PR CALF STOCKING XLG PR
3846-16-000 PR THIGH STOCKING SM PR
3846-18-000 PR THIGH STOCKING MD PR
3846-20-000 PR THIGH STOCKING LG PR
3846-21-000 PR THIGH STOCK XLG PR
3847-16-000 PR WAIST STOCKING SM PR
3847-18-000 PR WAIST STOCKING MD PR
3847-20-000 PR WAIST STOCKING LG PR
3847-21-000 PR WAIST STOCKING XLG PR
3848-10-000 ELAS WRISTLET 8 IN RT EA
3838-12-000 ELAS WRISTLET 8 IN SM LFT EA
3848-14-000 ELAS WRISTLET 8 IN MED RT EA
3848-16-000 ELAS WRISTLET 8 IN MED LFT EA
3848-18-000 ELAS WRISTLET 8 IN LG RT EA
3848-20-000 ELAS WRISTLET 8 IN LG LFT EA
3848-22-000 ELAS WRISTLET 8 IN XL RT EA *
3848-24-000 ELAS WRISTLET 8 IN XL LFT EA
3849-10-000 26IN FOAM KNEE SM EA
3849-12-000 26IN FOAM KNEE BRACE MED EA
3849-14-000 26IN FOAM KNEE BRACE LG EA
3849-16-000 26IN FOAM KNEE BRACE XLG EA
3849-18-000 26IN FOAM KNEE BRACE XXLG EA
3850-00-000 UNIV WRIST FOREARM SPLINT EA
3850-10-000 UNIV WRIST FOREARM W/FINGER EA
3851-10-000 UNIV RT VELSEUD WRIST SPLINT EA
3851-12-000 UNIV LT VELSEUD WRIST SPLINT EA
3852-10-000 HVYWT PULLOVER ELBOW SPT SM EA
3852-12-000 HVYWT PULLOVER ELBOW SPT MED EA
3852-14-000 HVYWT PULLOVER ELBOW SPT LG EA
3852-16-000 HVYWT PULLOVER ELBOW SPT XLG EA
3853-10-000 HVYWT PULLOVER KNEE SPT SM EA
3853-12-000 HVYWT PULLOVER KNEE SPT MED EA
3853-14-000 HVYWT PULLOVER KNEE SPT LG EA
3853-16-000 HVYWT PULLOVER KNEE SPT XLG EA
3854-10-000 HVYWT PULLOVER ANKLET SM EA
3854-12-000 HVYWT PULLOVER ANKLET MED EA
3854-14-000 HVYWT PULLOVER ANKLET LG EA
3854-16-000 HVYWT PULLOVER ANKLET XLG EA
3854-18-000 HVYWT PULLOVER ANKLET XX-LG EA
3854-20-000 DOUBLE WRAP ANKLET SM EA
3854-22-000 DOUBLE WRAP ANKLET MED EA
3854-24-000 DOUBLE WRAP ANKLET LG EA
- ---------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
3854-26-000 DOUBLE WRAP ANKLET XLG EA
3855-10-000 CLOSED TOE CAST SHOE PED EA
3855-12-000 CLOSED TOE CAST SHOE SM EA
3855-14-000 CLOSED TOE CAST SHOE MED EA
3855-15-000 CLOSED TOE CAST SHOE MED-LG EA
3855-16-000 CLOSED TOE CAST SHOE LG EA
3855-18-000 CLOSED TOE CAST SHOE, XLG EA
3856-10-000 ECON 22IN FOAM KNEE BRACE SM EA
3856-12-000 ECON 22IN FOAM KNEE BRACE MED EA
3856-14-000 ECON 22IN FOAM KNEE BRACE LG EA
3856-16-000 ECON 22IN FOAM KNEE BRACE XLG EA
3856-18-000 ECON 22IN FOAM KNEE BRACE XXL EA
3857-00-000 PR ADULT WRIST-ANKLE RESTRAIN PR
3857-10-000 QUICK RELEASE WRIST/ANKLE UNIV PR
3859-10-000 TRI-ANG SHLDR ABDUC BRACE SM EA
3859-12-000 TRI-ANG SHLDR ABDUC BRACE LG EA
3860-00-000 VENT VINYL UNIV WRIST SPLINT EA
3862-10-000 VENT VINYL WRIST SPLINT XS RT EA
3862-12-000 VENT VINYL WRIST SPLINT XS LT EA *
3862-14-000 VENT VINYL WRIST SPLINT SM RT EA
3862-16-000 VENT VINYL WRIST SPLINT SM LT EA
3862-18-000 VENT VINYL WRIST SPLINT MED RT EA
3862-20-000 VENT VINYL WRIST SPLINT MED LT EA
3862-22-000 VENT VINYL WRIST SPLINT LG RT EA
3862-24-000 VENT VINYL WRIST SPLINT LG LT EA
3862-26-000 VENT VINYL WRIST SPLINT XLG RT EA
3862-28-000 VENT VINYL WRIST SPLINT XLG LT EA
3862-50-000 VENT WRST SPLNT XS-R W/ABD THM EA
3862-52-000 VENT WRST SPLNT XS-L W/ABD THM EA
3862-54-000 VENT WRST SPLNT SM-R W/ABD THM EA
3862-56-000 VENT WRST SPLNT SM-L W/ABD THM EA
3862-58-000 VENT WRST SPLNT M-R W/ABD THM EA
3862-60-000 VENT WRST SPLNT M-L W/ABD THM EA
3862-62-000 VENT WRST SPLNT LG-R W/ABD THM EA
3862-64-000 VENT WRST SPLNT LG-L W/ABD THM EA
3862-66-000 VENT WRST SPLNT XL-R W/ABD THM EA
3862-68-000 VENT WRST SPLNT XL-L W/ABD THM EA
3870-00-000 MULTI-PANEL KNEE IMMOB l9IN EA
3870-08-000 MULTI-PANEL KNEE IMMOB 16 IN EA
3870-10-000 MULTI-PANEL KNEE IMMOB 22 IN EA
3870-12-000 MULTI-PANEL KNEE IMMOB 24IN EA
3870-14-000 MULTI-PANEL KNEE IMMOB 26 IN EA
3871-00-000 UNIV PST-OP VELSUEDE KNEE DRES EA
3880-10-000 VISCO KNEE SUPPORT (SUP) SM EA
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
3880-12-000 VISCO KNEE SUPPORT (SUP) MED EA
3880-14-000 VISCO KNEE SUPPORT (SUP) LG EA
3880-16-000 VISCO KNEE SUPPORT (SUP) XLG EA
3880-20-000 VISCO KNEE SUPPORT (INF) SM EA
3880-22-000 VISCO KNEE SUPPORT (INF) MED EA
3880-24-000 VISCO KNEE SUPPORT (INF) LG EA
3880-26-000 VISCO KNEE SUPPORT (INF) XLG EA
3882-10-000 VISCO ELBOW SUPPORT SM EA
3882-12-000 VISCO ELBOW SUPPORT MED EA
3882-14-000 VISCO ELBOW SUPPORT LG EA
3882-16-000 VISCO ELBOW SUPPORT XLG EA
3885-10-000 DEPUY LOWER LEG BRACE ADJ SM EA
3885-11-000 DEPUY LOWER LEG BRACE ADJ MED EA
3885-12-000 DEPUY LOWER LEG BRACE ADJ LG EA
3885-20-000 DEPUY LOWER LEG BRACE FIX SM EA
3885-21-000 DEPUY LOWER LEG BRACE FIX MED EA
3885-22-000 DEPUY LOWER LEG BRACE FIX LG EA
3885-30-000 A-P TIBIAL INSERTS PR
3890-30-000 UNIV ANGLED KNEE BRACE 30D EA *
3890-60-000 UNIV ANGLED KNEE BRACE 60D EA
3900-10-000 PRO-FIC FOAM CERV COLLAR SM EA
3900-12-000 PRO-FIC FOAM CERV COLLAR MED EA
3900-14-000 PRO-FIC FOAM CERV COLLAR LG EA
3900-16-000 PRO-FIC UNIV COLLAR 3-3/4IN EA
3901-00-000 PRO-FIC LADIE 6 UNIV RIB BELT EA
3902-00-000 PRO-FIC MENS 6IN UNIV RIB BELT EA
3903-08-000 PRO-FIC CLAVICLE SPL INFANT EA
3903-10-000 PRO-FIC CLAVICLE SPLINT SM EA
3903-12-000 PRO-FIC CLAVICLE SPLINT MED EA
3903-14-000 PRO-FIC CLAVICLE SPLINT LG EA
3903-16-000 PRO-FIC CLAVICLE SPL XLG EA
3904-06-000 PRO-FIC SLING PEDIATRICS EA
3904-08-000 PRO-FIC SLING X-SMALL EA
3904-10-000 PRO-FIC ARM SLING SM EA
3904-12-000 PRO-FIC ARM SLING MED EA
3904-14-000 PRO-FIC ARM SLING LG EA
3904-16-000 PRO-FIC SLING X-LARGE EA
3905-10-000 PRO-FIC WRIST SPLINT SM RT EA
3905-12-000 PRO-FIC WRIST SPLINT SM LFT EA
3905-14-000 PRO-FIC WRIST SPLINT MED RT EA
3905-16-000 PRO-FIC WRIST SPLINT MED LFT EA
3905-18-000 PRO-FIC WRIST SPLINT LG RT EA
3905-20-000 PRO-FIC WRIST SPLINT LG LFT EA
3905-22-000 PRO-FIC WRIST SPLINT XLG RT EA
3905-24-000 PRO-FIC WRIST SPLINT XLG LFT EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
3906-10-000 PRO-FIC LUMBO SUPPORT SM EA
3906-12-000 PRO-FIC LUMBO SUPPORT MED EA
3906-14-000 PRO-FIC LUMBO SUPPORT LG EA
3907-12-000 PRO-FIC PT BELT MED EA
3907-14-000 PRO-FIC PT BELT LG EA
3907-16-000 PRO-FIC PT BELT XLG EA
3908-10-000 PRO-FIC 19IN KNEE BRACE SM EA
3908-12-000 PRO-FIC 19IN KNEE BRACE MED EA
3908-14-000 PRO-FIC 19IN KNEE BRACE LG EA
3908-16-000 PRO-FIC 19IN KNEE BRACE XLG EA
3909-10-000 PRO-FIC 22IN KNEE BRACE SM EA
3909-12-000 PRO-FIC 22IN KNEE BRACE MED EA
3909-14-000 PRO-FIC 22IN KNEE BRACE LG EA
3909-16-000 PRO-FIC 22IN KNEE BRACE XLG EA
3909-20-000 PRO-FIC 24 IN KNEE BRACE SM EA
3909-22-000 PRO-FIC 24 IN KNEE BRACE MED EA
3909-24-000 PRO-FIC 24 IN KNEE BRACE LG EA
3909-26-000 PRO-FIC 24 IN KNEE BRACE X-LG EA
3909-28-000 PRO-FIC 24 IN KNEE BRACE XX-LG EA
3910-00-000 PRO-FIC 19IN UNIV KNEE BRACE EA
3910-08-000 PRO-FIC 16 UNIV KNEE BRACE EA *
3911-00-000 PRO-FIC 22IN UNIV KNEE BRACE EA
3911-10-000 PRO-FIC 24 UNIV KNEE BRACE EA
3911-12-000 PRO-FIC 26 IN KNEE IMMOB UNIV EA
3912-08-000 PRO-FIC CAST SHOE PEDIATRIC EA
3912-10-000 PRO-FIC CAST SHOE SM EA
3912-12-000 PRO-FIC CAST SHOE MED EA
3912-14-000 PRO-FIC CAST SHOE LG EA
3912-16-000 PRO-FIC CAST SHOE XLG EA
3912-20-000 PRO-FIC CLOSED TOE CST SHOE SM EA
3912-22-000 PRO-FIC CLOSED TOE CST SHOE MD EA
3912-24-000 PRO-FIC CLOSED TOE CST SHOE LG EA
3912-26-000 PRO-FIC CLOSED TOE CST SHOE XL EA
3913-10-000 PRO-FIC LADIES POST-OP SHOE SM EA
3913-12-000 PRO-FIC LADIES POST-OP SHOE MD EA
3913-14-000 PRO-FIC LADIES POST-OP SHOE LG EA
3913-20-000 PRO-FIC MEN POST-OP SHOE SM EA
3913-22-000 PRO-FIC MENS POST-OP SHOE MD EA
3913-24-000 PRO-FIC MENS POST-OP SHOE LG EA
3913-30-000 PRO-FIC LADIES POST-OP SHOE SM EA
3913-32-000 PRO-FIC LADIES POST-OP SHOE MD EA
3913-34-000 PRO-FIC LADIES POST-OP SHOE LG EA
3913-40-000 PRO-FIC MENS POST-OP SHOE SM EA
3913-42-000 PRO-FIC MENS POST-OP SHOE MD EA
3913-44-000 PRO-FIC MENS POST-OP SHOE LG EA
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
- ------------------------------------------------------------------
<S> <C> <C> <C>
3914-00-000 PRO-FIC FOAM HEEL/ELBOW PROTEC PR
3915-00-000 PRO-FIC ABDUCTION PILLOW UNIV EA
3915-06-000 PRO-FIC SLIM LINE ABD PILLOW EA
3915-08-000 PRO-FIC ABDUCTION PILLOW SM EA
3915-10-000 PRO-FIC FOAM ABDUCTION PILLOW EA
3916-00-000 PRO-FIC CVL FOAM PAD 34X74X1.5 EA
3916-10-000 BX/10 PRO-FIC CONVOL BED PAD BX
3917-00-000 PRO-FIC UNIV ABDOMINAL BINDER EA
3918-10-000 PRO-FIC UNIV ARM IMMOBIL SM EA
3918-12-000 PRO-FIC UNIV ARM IMMOBIL MD EA
3918-14-000 PRO-FIC UNIV ARM IMMOBIL LG EA
3919-00-000 PRO-FIC UNIV ARM IMMOBIL EA
3920-00-000 PRO-FIC ARM ELEV UNIV EA *
3925-00-000 QUICK KNEE IMMOB UNIV 19 IN EA
3925-08-000 QUICK KNEE IMMOB UNIV 16 IN EA
3925-10-000 QUICK KNEE IMMOB UNIV 22 IN EA
3925-12-000 QUICK KNEE IMMOB UNIV 24 IN EA
3929-00-000 PRO-FIC TRAC SPLINT UNIV EA
3929-08-000 PRO-FIC TRAC SPLINT INFANT EA
3929-10-000 PRO-FIC TRAC SPLINT PEDIATRIC EA
3929-12-000 PRO-FIC TRAC SPLINT SM EA
3929-14-000 PRO-FIC TRAC SPLINT MED EA
3929-16-000 PRO-FIC TRAC SPLINT LG EA
3929-18-000 PRO-FIC TRAC SPLINT X-LG EA
3930-02-000 PRO-FIC CERV COLLAR INFANT EA
3930-04-000 PRO-FIC CERV COLLAR 2 1/4 SM EA
3930-06-000 PRO-FIC CERV COLLAR 2 1/4 MD EA
3930-08-000 PRO-FIC CERV COLLAR 2 1/4 LG EA
3930-10-000 PRO-FIC CERV COLLAR 3 1/4 SM EA
3930-12-000 PRO-FIC CERV COLLAR 3 1/4 MD EA
3930-14-000 PRO-FIC CERV COLLAR 3 1/4 LG EA
3930-20-000 PRO-FIC CERV COLLAR 4 1/4 SM EA
3930-22-000 PRO-FIC CERV COLLAR 4 1/4 MD EA
3930-24-000 PRO-FIC CERV COLLAR 4 1/4 LG EA
3930-30-000 PRO-FIC CERV COLLAR 5 1/4 SM EA
3930-32-000 PRO-FIC CERV COLLAR 5 1/4 MD EA
3939-34-000 PRO-FIC CERV COLLAR 5 1/4 LG EA
3945-10-000 PRO-FIC CALF A-EMBL STOCK SM PR
3945-12-000 PRO-FIC CALF A-EMBL STOCK MED PR
3945-14-000 PRO-FIC CALF A-EMBL STOCK LG PR
3945-16-000 PRO-FIC CALF A-EMBL STOCK XLG PR
- ------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
3946-10-000 PRO-FIC THIGH A-EMBL STOCK SM PR
3946-12-000 PRO-FIC THIGH A-EMBL STOCK MED PR
3946-14-000 PRO-FIC THIGH A-EMBL STOCK LG PR
3946-16-000 PRO-FIC THIGH A-EMBL STOCK XLG PR
3950-06-000 PRO-FIC COCKUP SPL XXSM RT 6IN EA
3950-08-000 PRO-FIC COCKUP SPL XXSM LT 6IN EA
3950-12-000 PRO-FIC COCKUP SPL XSM LT 6IN EA
3950-14-000 PRO-FIC COCKUP SPL SM RT 6IN EA
3950-16-000 PRO-FIC COCKUP SPL SM LT 6IN EA
3950-18-000 PRO-FIC COCKUP SPL MD RT 6IN EA
3950-20-000 PRO-FIC COCKUP SPL MD LT 6IN EA
3950-22-000 PRO-FIC COCKUP SPL LG RT 6IN EA
3950-24-000 PRO-FIC COCKUP SPL LG LT 6IN EA
3951-06-000 PRO-FIC COCKUP SPL XXSM RT 8IN EA
3951-08-000 PRO-FIC COCKUP SPL XXSM LT 8IN EA
3951-10-000 PRO-FIC COCKUP SPL XSM RT 8IN EA
3951-12-000 PRO-FIC COCKUP SPL XSM LT 8IN EA
3951-14-000 PRO-FIC COCKUP SPL SM RT 8IN EA *
3951-16-000 PRO-FIC COCKUP SPL SM LT 8IN EA
3951-18-000 PRO-FIC COCKUP SPL MD RT 8IN EA
3951-20-000 PRO-FIC COCKUP SPL MD LT 8IN EA
3951-22-000 PRO-FIC COCKUP SPL LG RT 8IN EA
3951-24-000 PRO-FIC COCKUP SPL LG LT 8IN EA
3960-08-000 PRO-FIC ANKLE BRACE XSM EA
3960-10-000 PRO-FIC ANKLE BRACE SM EA
3960-12-000 PRO-FIC ANKLE BRACE MD EA
3960-14-000 PRO-FIC ANKLE BRACE LG EA
3960-16-000 PRO-FIC ANKLE BRACE XLG EA
3964-10-000 PRO-FIC HEEL & ELBOW PROT SM PR
3964-12-000 PRO-FIC HEEL & ELBOW PROT MD PR
3964-14-000 PRO-FIC HEEL & ELBOW PROT LG PR
3966-10-000 PRO-FIC VEST RESTRAINT SM EA
3966-12-000 PRO-FIC VEST RESTRAINT MD EA
3966-14-000 PRO-FIC VEST RESTRAINT LG EA
3966-16-000 PRO-FIC VEST RESTRAINT XLG EA
3967-00-000 PRO-FIC BED RESTRAINT UNIV EA
3968-00-000 PRO-FIC WRIST & ANKLE REST UNV PR
3970-00-000 PRO-FIC 3 PANEL KNEE BRACE 19 EA
3970-08-000 PRO-FIC 3 PANEL KNEE BRACE 16 EA
3970-10-000 PRO-FIC 3 PANEL KNEE BRACE 22 EA
3970-12-000 PRO-FIC 3 PANEL KNEE BRACE 24 EA
3970-14-000 PRO-FIC 3 PANEL KNEE BRACE 26 EA
3973-10-000 BX/10 ELASTIC BANDAGE 2 IN BX
3973-14-000 BX/10 ELASTIC BANDAGE 3 IN BX
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
3973-16-000 BX/10 ELASTIC BANDAGE 4 IN BX
3973-18-000 BX/10 ELASTIC BANDAGE 4 IN BX
3978-10-000 PRO-FIC FELT 1/8X36X36 EA
3978-12-000 PRO-FIC FELT 1/4X36X36 EA
3978-14-000 PRO-FIC FELT 1/2X36X36 EA *
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
4000-10-000 COLLES, INF RT EA
4000-12-000 COLLES, INF LFT EA
4000-14-000 COLLES, SM RT EA
4000-16-000 COLLES, SM LFT EA
4000-18-000 COLLES, MED RT EA
4000-20-000 COLLES, MED LFT EA
4000-22-000 COLLES, LG RT EA
4000-24-000 COLLES, LG LFT EA
4000-30-000 PAD COLLES INF RT EA
4000-32-000 PAD COLLES INF LFT EA
4000-34-000 PAD COLLES SM RT EA
4000-36-000 PAD COLLES SM LFT EA
4000-38-000 PAD COLLES MED RT EA
4000-40-000 PAD COLLES MED LFT EA
4000-42-000 PAD COLLES LG RT EA
4000-44-000 PAD COLLES LG LFT EA
4001-10-000 FOREARM INF RT EA
4001-12-000 FOREARM INF LFT EA
4001-14-000 FOREARM SM RT EA *
4001-16-000 FOREARM SM LT EA
4001-18-000 FOREARM, MED RT EA
4001-20-000 FOREARM, MED LFT EA
4001-22-000 FOREARM, LG RT EA
4001-24-000 FOREARM, LG LFT EA
4001-30-000 PAD FOREARM INF RT EA
4001-32-000 PAD FOREARM INF LFT EA
4001-34-000 PAD FOREARM SM RT EA
4001-36-000 PAD FOREARM SM LFT EA
4001-38-000 PAD FOREARM MED RT EA
4001-40-000 PAD FOREARM MED LFT EA
4001-42-000 PAD FOREARM LG RT EA
4001-44-000 PAD FOREARM LG LFT EA
4003-14-000 COLLES, SM RT EA
4003-16-000 COLLES, SM LFT EA
4003-18-000 COLLES, MED RT EA
4003-20-000 COLLES, MED LFT EA
4003-22-000 COLLES, LG RT EA
4003-24-000 COLLES, LG LFT EA
4003-30-000 PAD COLLES SM RT EA
4003-32-000 PAD COLLES SM LFT EA
4003-34-000 PAD COLLES MED RT EA
4003-36-000 PAD COLLES MED LFT EA
4003-38-000 PAD COLLES LG RT EA
4003-40-000 PAD COLLES LF LFT EA
4004-10-000 HAND MED RT EA
4004-12-000 HAND MED LFT EA
4004-14-000 HAND LG RT EA
4004-16-000 HAND LG LFT EA
4004-30-000 PAD HAND MED RT EA
4004-32-000 PAD HAND MED LFT EA
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
4004-34-000 PAD HAND LG RT EA
4004-36-000 PAD HAND LG LFT EA
4008-10-000 EASTON COCKUP, SM EA
4008-12-000 EASTON COCKUP, MED EA
4008-14-000 EASTON COCKUP, LG EA
4008-30-000 PAD EASTON SM EA
4008-32-000 PAD EASTON MED EA
4008-34-000 PAD EASTON LG EA
4009-10-000 COCKUP, SM EA
4009-12-000 COCKUP, MED EA
4009-14-000 COCKUP, LG EA
4010-10-000 METACARPAL MED RT EA
4010-12-000 METACARPAL MED LFT EA
4010-14-000 METACARPAL LG RT EA
4010-16-000 METACARPAL LG LFT EA
4010-30-000 METACARPAL SPLINT RT MD PADDED EA *
4010-32-000 METACARPAL SPLINT LT MD PADDED EA
4010-34-000 METACARPAL SPLINT RT LG PADDED EA
4010-36-000 METACARPAL SPLINT LT LG PADDED EA
4011-10-000 MASON ALLEN SM EA
4011-12-000 MASON ALLEN LG EA
4011-30-000 PAD MASON ALLEN SMALL EA
4011-32-000 PAD MASON ALLEN LG EA
4012-00-000 HAND TRACTION ASSEMBLY EA
4012-10-000 SM GRIP ONLY EA
4012-12-000 MED GRIP ONLY EA
4012-14-000 LG GRIP ONLY EA
4012-16-000 RETAINING SLEEVE EA
4013-10-000 TRACTION CLIP, SM EA
4013-12-000 TRACTION CLIP, MED EA
4013-14-000 TRACTION CLIP, LG EA
4016-10-000 ELBOW, INF EA
4016-12-000 ELBOW, SM EA
4016-14-000 ELBOW, MED EA
4016-16-000 ELBOW, LG EA
4016-30-000 PAD ELBOW INF EA
4016-32-000 PAD ELBOW SM EA
4016-34-000 PAD ELBOW MED EA
4016-36-000 PAD ELBOW LG EA
4100-10-000 PK/12 FINGER TIPS, 1 IN PK
4100-12-000 PK/12 FINGER TIPS, 2 IN PK
4100-14-000 PK/12 FINGER TIPS, 2-1/2 IN PK
4100-16-000 PK/12 FINGER TIPS, 3-1/4 IN PK
4100-30-000 PK/12 PAD FINGER TIPS, 1 IN PK
4100-32-000 PK/12 PAD FINGER TIPS, 2 IN PK
4100-34-000 PK/12 PAD FINGER TIPS, 2-1/2 IN PK
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
4100-36-000 PK/12 PAD FINGER TIPS 3-1/4 IN PK
4101-10-000 PK/12 OPEN THIMBLE SPLINT 1 IN PK
4101-12-000 PK/12 OPEN THIMBLE SP 1-1/2 IN PK
4101-14-000 PK/12 OPEN THIMBLE SPLINT 2 IN PK
4101-16-000 PK/12 OPEN THIMBLE SPLINT 3 IN PK
4101-30-000 PK/12 PAD THIMBLE 1 IN PK
4101-32-000 PK/12 PAD THIMBLE 1-1/2 IN PK
4101-34-000 PK/12 PAD THIMBLE 2 IN PK
4101-36-000 PK/12 PAD THIMBLE 3 IN PK
4102-10-000 FINGER, MED EA
4102-12-000 FINGER, LG EA
4102-30-000 PAD FINGER, MED EA
4102-32-000 PAD FINGER, LG EA
4103-10-000 PK/12 FINGER I IN PK
4103-12-000 PK/12 FINGER 2 IN PK
4103-14-000 PK/12 FINGER 3 IN PK
4103-16-000 PK/12 FINGER 4 IN PK
4103-18-000 PK/12 FINGER 5 IN PK *
4103-20-000 PK/12 FINGER 6 IN PK
4103-30-000 PK/12 PAD FINGER 1 IN PK
4103-32-000 PK/12 PAD FINGER 2 IN PK
4103-34-000 PK/12 PAD FINGER 3 IN PK
4103-36-000 PK/12 PAD FINGER 4 IN PK
4103-38-000 PK/12 PAD FINGER 5 IN PK
4103-40-000 PK/12 PAD FINGER 6 IN PK
4104-30-000 PAD FINGER EA
4106-00-000 ADJ FINGER EA
4111-00-000 LEWIN BASEBALL 12/BX BX
4111-30-000 PAD LEWIN BASEBALL 12/BX BX
4113-10-000 PK/12 PAD BASEBALL, SM PK
4113-12-000 PK/12 PAD BASEBALL, MED PK
4113-14-000 PK/12 PAD BASEBALL, LG PK
4117-00-000 ABD THUMB SPLINT EA
4119-10-000 PK/12 PAD STRIP 1/2X9 PK
4119-12-000 PK/12 PAD STRIP 1/2X18 PK
4119-14-000 PK/12 PAD STRIP 3/4X18 PK
4119-16-000 PK/12 PAD STRIP 1X18 PK
4119-18-000 PAD STRIP 2Xl8 EA EA
4119-20-000 PADDED STRIPS, 3Xl8 EA
4119-22-000 PAD STRIP 4Xl8 EA EA
4120-00-000 PK/48 PLASTALUME SPLINTS PK
4120-10-000 PK/6 PLASTA 1-1/4 PLAIN END PK
4120-12-000 PK/6 PLASTA 2-1/4 PLAIN END PK
4120-14-000 PK/6 PLASTA 3-1/4 PLAIN END PK
*Confidential portions omitted and filed
separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
4120-16-000 PK/6 PLASTA 3-1/4 BALL END PK
4120-18-000 PK/6 PLASTA 4-1/4 BALL END PK
4120-20-000 PK/6 PLASTA 5-1/4 BALL END PK
4120-22-000 PK/6 PLASTA 6-1/4 BALL END PK
4120-24-000 PK/6 PLASTA 7-1/4 BALL END PK
4121-00-000 PK/12 NASAL SPLINTS PK
4123-00-000 PAD DEL FINGER KIT EA
4123-08-000 FINGER SPLINT REUSEABLE CONTNR EA
4125-10-000 ABD FINGER SPLINT/CLOSURE SM EA
4125-12-000 ABD FINGER SPLINT W/CLOSURE MD EA
4125-14-000 ABD FINGER SPLINT W/CLOSURE LG EA
4125-16-000 ABD FINGER SPLINT W/CLOSURE XL EA
4126-10-000 PK/10 FINGER/TOE SPLINT 5/8IN PK
4126-12-000 PK/10 FINGER/TOE SPLINT 1IN PK
4126-14-000 PK/10 FINGER/TOE SPLINT 2IN PK
*
4200-00-000 STAX STARTER KIT-30 ASST SIZES EA
4200-01-000 PK/6 SPLINT SIZE 1 PK
4200-02-000 PK/6 SPLINT SIZE 2 PK
4200-03-000 PK/6 SPLINT SIZE 3 PK
4200-04-000 PK/6 SPLINT SIZE 4 PK
4200-05-000 PK/6 SPLINT SIZE 5 PK
4200-07-000 PK/6 SPLINT SIZE 6 PK
4200-08-000 PK/6 SPLINT SIZE 7 PK
4200-10-000 STAX SPLINT STRAPS PKG 25 PK
4201-10-000 SCOTT TOE, RT EA
4201-12-000 SCOTT TOE, LFT EA
4203-10-000 CONGEN SPLINT SM 6 IN EA
4203-12-000 CONGEN SPLINT MED 9 IN EA
4203-14-000 CONGEN SPLINT LG 12 IN EA
4205-10-000 PEARSON, SM EA
4205-12-000 PEARSON, MED EA
4205-14-000 PEARSON, LG EA
4210-10-000 FULL RING LEG 8 IN EA
4210-12-000 FULL RING LEG 10 IN EA
4210-14-000 FULL RING LEG 12 IN EA
4210-16-000 FULL RING LEG 22 IN EA
4210-18-000 FULL RING LEG 26 IN EA
4210-20-000 FULL RING LEG 28 IN EA
4211-10-000 LEG SM 7 IN EA
4211-12-000 LEG SM 20 IN EA
4211-14-000 LEG YOUTH 12 IN EA
4211-16-000 LEG MED 14 IN EA
4211-18-000 LEG MED 25 IN EA
4211-20-000 LEG LG 17 IN EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
4211-22-000 LEG LG 30 IN EA
4211-30-000 PAD LEG, SM 7 IN EA
4211-32-000 PAD LEG, SM 20 IN EA
4211-34-000 PAD LEG, YOUTH 12 IN EA
4211-36-000 PAD LEG, MED 14 IN EA
4211-38-000 PAD LEG MED 25 IN EA
4211-40-000 PAD LEG, 17 IN EA
4211-42-000 PAD LEG, LG 30 IN EA
4212-10-000 PATELLA SM EA
4212-12-000 PATELLA MED EA
4212-14-000 PATELLA LG EA *
4212-30-000 PAD PATELLA, SM EA
4212-32-000 PAD PATELLA, MED EA
4212-34-000 PAD PATELLA, LG EA
4216-10-000 FILLAUER 6 IN EA
4216-12-000 FILLAUER 8 IN EA
4216-14-000 FILLAUER 10 IN EA
4216-16-000 FILLAUER 12 IN EA
4216-18-000 FILLAUER 14 IN EA
4216-20-000 FILLAUER 16 IN EA
4218-10-000 LEG SUPPORT 12 IN EA
4218-12-000 LEG SUPPORT 18 IN EA
4218-14-000 LEG SUPPORT 30 IN EA
4222-00-000 UNIV SLING SET EA
4223-00-000 HAACKER SLING SET CHILD EA
4223-10-000 HAACKER THIGH SLING CHILD EA
4223-12-000 HAACKER CALF SLING CHILD EA
4224-00-000 HAACKER SLING SET ADULT EA
4224-10-000 HAACKER THIGH SLING ADULT EA
4224-12-000 HAACKER CALF SLING ADULT EA
4225-00-000 HAACKER SPREADER BAR EA
4300-22-000 SYNTHETIC STOCKINETTE 2INX25YD EA
4300-23-000 SYNTHETIC STOCKINETTE 3INX25YD EA
4300-24-000 SYNTHETIC STOCKINETTE 4INX25YD EA
4300-26-000 SYNTHETIC STOCKINETTE 6INX25YD EA
4300-28-000 SYNTHETIC STOCKINETTE 8INX25YD EA
4300-32-000 12RL BG SYNTHETIC CAST PAD 2IN BG
4300-33-000 12RL BG SYNTHETIC CAST PAD 3IN BG
4300-34-000 12RL BG SYNTHETIC CAST PAD 4IN BG
4300-36-000 6RL BG SYNTHETIC CAST PAD 6IN BG
4302-02-000 BX/10 2IN X 4YDS CELLACAST WHT BX
4302-03-000 BX/10 3IN X 4YDS CELLACAST WHT BX
4302-04-000 BX/10 4IN X 4YDS CELLACAST WHT BX
4302-05-000 BX/10 5IN X 4YDS CELLACAST WHT BX
4302-14-000 BX/10 4IN X 15IN CELLACAST WHT BX
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
4302-15-000 BX/5 5IN X 30IN CELLACAST WHT BX
4303-02-000 BX/10 2IN X 4YDS CELLACAST PNK BX
4303-03-000 BX/10 3IN X 4YDS CELLACAST PNK BX
4303-04-000 BX/10 4IN X 4YDS CELLACAST PNK BX
4303-05-000 BX/10 5IN X 4YDS CELLACAST PNK BX
4304-02-000 BX/10 2IN X 4YDS CELLACAST BLU BX
4304-03-000 BX/10 3IN X 4YDS CELLACAST BLU BX
4304-04-000 BX/10 4IN X 4YDS CELLACAST BLU BX
4304-02-000 BX/10 5IN X 4YDS CELLACAST BLU BX
4305-02-000 BX/10 2IN X 4YD CELLACAST GRN BX
4305-03-000 BX/10 3IN X 4YD CELLACAST GRN BX
4305-04-000 BX/10 4IN X 4YD CELLACAST GRN BX
4305-05-000 BX/10 5IN X 4YD CELLACAST GRN BX
4500-02-000 2 X 3 YD POP ROLLS 12 RL/BX BX
4500-03-000 3 X 3 YD POP ROLLS 12 RL/BX BX
4500-04-000 4 X 5 YD POP ROLLS 12 RL/BX BX
4500-05-000 5 X 5 YD POP ROLLS 12 RL/BX BX
4500-06-000 6 X 5 YD POP ROLLS 12 RL/BX BX *
4500-08-000 8 X 5 YD POP ROLLS 12 RL/BX BX
4500-13-000 3 X 15 POP SPLINTS 50/BX BX
4500-14-000 4 X 15 POP SPLINTS 50/BX BX
4500-15-000 5 X 30 POP SPLINTS 50/BX BX
4500-16-000 5 X 45 POP SPLINTS 50/BX BX
4500-17-000 4X38 POP SPLINTS FAST 50/BX BX
4600-02-000 2IN X 3 YD POP ROLLS 12 RL/BX BX
4600-03-000 3IN X 3 YD POP ROLLS 12 RL/BX BX
4600-04-000 4IN X 5 YD POP ROLLS 12 RL/BX BX
4600-05-000 5 X 5 YD POP ROLLS 12 RL/BX BX
4600-06-000 6 X 5 YD POP ROLLS 12 RL/BX BX
4600-07-000 3 X 5 YD POP ROLLS 12 RL/BX BX
4600-13-000 3 X 15 POP SPLINTS 50/BX BX
4600-14-000 4 X 15 POP SPLINTS 50/BX BX
4600-15-000 5 X 30 POP SPLINTS 50/BX BX
4600-16-000 5 X 45 POP SPLINTS 50/BX BX
4600-17-000 4X38 POP SPLINTS EX FAST 50/BX BX
4600-20-000 2 IN DEPUY STAR SPLINT 2 RL/CS CS
4600-21-000 3 IN DEPUY STAR SPLINT 2 RL/CS CS
4600-22-000 4 IN DEPUY STAR SPLINT 2 RL/CS CS
4600-23-000 5 IN DEPUY STAR SPLINT 2 RL/CS CS
4600-24-000 6 IN DEPUY STAR SPLINT 2 RL/CS CS
4701-06-000 6IN X 5YD POP+ RL 12 RL/BX XF BX
4800-04-000 4X4 YD ELSTIC POP ROLL 12RL/BX BX
4800-05-000 5 X 4 YD ELSTIC POP ROLL 12RL/BX BX
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
7000-00-000 SAMPLE KIT EA
7000-01-000 34IN OFFSET SINGLE CLAMP BAR EA
7000-02-000 34IN SINGLE CLAMP BAR EA
7000-03-000 40IN PLAIN BAR W/INSERT EA
7000-04-000 T SWING BAR EA
7000-05-000 30IN OFFSET SINGLE CLAMP BAR EA
7000-06-000 30IN SINGLE CLAMP BAR EA
7000-07-000 34 1/2IN PLAIN BAR W/INSERT EA
7000-09-000 85 IN PLAIN BAR EA
7000-10-000 96 IN PLAIN BAR EA
7000-11-000 27 IN DOUBLE CLAMP BAR EA
7000-12-000 31IN DOUBLE CLAMP BAR EA
7000-13-000 35IN DOUBLE CLAMP BAR EA
7000-14-000 31IN OFFSET DOUBLE CLAMP BAR EA
7000-15-000 27IN OFFSET DOUBLE CLAMP BAR EA
7000-16-000 48IN SWIVEL CLAMP BAR EA
7000-17-000 35IN OFFSET DOUBLE CLAMP BAR EA *
7000-18-000 CROSS CLAMP EA
7000-19-000 24IN CURVED DOUBLE CLAMP BAR EA
7000-20-000 18IN SINGLE CLAMP BAR EA
7000-22-000 9IN SINGLE CLAMP BAR EA
7000-23-000 5IN SINGLE CLAMP BAR EA
7000-24-000 36IN SINGLE CLAMP BAR EA
7000-26-000 27IN SINGLE CLAMP BAR EA
7000-28-000 36IN CENTER CLAMP BAR EA
7000-30-000 36IN PLAIN BAR EA
7000-31-000 38IN PLAIN BAR EA
7000-32-000 42IN PLAIN BAR EA
7000-33-000 48IN PLAIN BAR EA
7000-35-000 9IN SWIVEL CLAMP BAR W/PULLEY EA
7000-37-000 DELUXE TRAPEZE EA
7000-39-000 SWING AWAY TRAPEZE EA
7000-40-000 IV BAR EA
7000-42-000 WALL BUMPER-ROLLER EA
7000-44-000 66IN OFFSET SWIVEL CLAMP BAR EA
7000-48-000 TRACTION KNOB ASSEMBLY EA
7000-50-000 BLACK END PLUG EA
7000-52-000 GREEN END PLUG EA
7000-54-000 S HOOK EA
7000-93-000 BALL BEARING PULLEY EA
7001-00-000 STRAIGHT FRAME CLASS R ST
7001-08-000 OFFSET FRAME CLASS R ST
7001-10-000 STRAIGHT FRAME CLASS P ST
7001-11-000 OFFSET FRAME CLASS P ST
7001-14-000 OFFSET FRAME CLASS I ST
7001-15-000 OFFSET FRAME CLASS G ST
7001-18-000 SKEL FRAME D ST
7001-19-000 SKEL FRAME LT BAR D ST
7001-22-000 SKEL FRAME E ST
7001-23-000 SKEL FRAME LT BAR E ST
7001-26-000 STRAIGHT FRAME CLASS B ST
7001-27-000 OFFSET FRAME CLASS B ST
* Confidential portions omitted and filed separately with Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------
COLUMBIA/HCA
CATALOG DESCRIPTION U/M PRICE
- ---------------------------------------------------------------
<S> <C> <C> <C>
7001-30-000 STRAIGHT FRAME CLASS C ST
7001-31-000 OFFSET FRAME CLASS C ST
7001-34-000 STRAIGHT FRAME CLASS E ST
7001-35-000 OFFSET FRAME CLASS E ST
7001-38-000 STRAIGHT FRAME CLASS N ST
7001-39-000 OFFSET FRAME CLASS N ST
7001-42-000 STRAIGHT FRAME CLASS A ST
7001-43-000 OFFSET FRAME CLASS A ST
7001-46-000 SKEL FRAME K ST
7001-47-000 SKEL FRAME LT BAR K ST
7001-50-000 STRAIGHT FRAME CLASS S ST
7001-51-000 OFFSET FRAME CLASS S ST
7001-54-000 STRAIGHT FRAME CLASS Q ST
7001-55-000 OFFSET FRAME CLASS Q ST
7001-58-000 STRAIGHT FRAME CLASS D ST
7001-59-000 OFFSET FRAME CLASS D ST
7001-62-000 SKEL FRAME O ST
7001-63-000 SKEL FRAME LT BAR O ST
7001-66-000 STRAIGHT FRAME CLASS J ST
7001-67-000 OFFSET FRAME CLASS J ST
7001-68-000 STRAIGHT FRAME CLASS K EA
7001-69-000 OFFSET FRAME CLASS K EA *
7002-00-000 OFFSET HINGED FRAMED H EA
7002-01-000 STRAIGHT HINGED FRAMED H EA
7002-02-000 OFFSET HINGED FRAMED L EA
7002-03-000 STRAIGHT HINGED FRAMED L EA
7002-09-000 85IN PLAIN BAR (HEAVY DUTY) EA
7002-10-000 96IN PLAIN BAR (HEAVY DUTY) EA
7002-11-000 108IN PLAIN BAR EA
7002-12-000 9IN DIRECTIONAL PULLEY BAR EA
7002-13-000 18IN DOUBLE PULLEY BAR EA
7004-00-000 STRAIGHT FRAME CLASS T EA
7004-10-000 ADJUSTABLE BAR-LONG EA
7004-11-000 ADJUSTABLE BAR-SHORT EA
7004-12-000 OFFSET FRAME CLASS M EA
7004-13-000 STRAIGHT FRAME CLASS M EA
7004-14-000 SKELETON FRAME LT BAR I EA
7004-15-000 STRAIGHT FRAME I EA
7005-00-000 STRAIGHT FRAME CLASS H ST
7005-08-000 OFFSET FRAME CLASS H ST
7005-11-000 STRAIGHT FRAME CLASS L ST
7005-12-000 STRAIGHT FRAME CLASS U EA
7005-13-000 OFFSET FRAME CLASS L ST
7005-14-000 OFFSET FRAME CLASS U EA
7006-10-000 EASY GLIDE TOP RAIL EA
7014-00-000 UNIVERSAL OFFSET FRAME ST
7014-10-000 UPPER PANEL CLAMP EA
7014-12-000 LOWER PANEL CLAMP EA
7014-14-000 66IN SWIVEL CLAMP BAR EA
- ----------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
7015-00-000 UNIVERSAL STRAIGHT FRAME SET ST
7022-00-000 LATERAL ARM TRACTION SET ST
7022-13-000 UNDER MATTRESS CLAMP EA
7023-00-000 CRIB TRACTION SET ST
7023-16-000 27IN PLAIN BAR EA
7023-30-000 66IN PLAIN BAR EA
7028-00-000 BALKAN FRAME A ST
7028-10-000 BALKAN FRAME B ST
7028-14-000 BALKAN FRAME C ST
7028-18-000 BALKAN FRAME D ST
7028-26-000 BALKAN FRAME F ST
7028-30-000 BALKAN FRAME G ST
7028-34-000 BALKAN FRAME H ST
7028-38-000 BALKAN FRAME I ST
7028-42-000 BALKAN FRAME J ST *
7028-46-000 BALKAN FRAME K ST
7028-50-000 BALKAN FRAME L ST
7028-54-000 BALKAN FRAME M ST
7028-58-000 BALKAN FRAME N ST
7028-62-000 BALKAN FRAME 0 ST
7028-66-000 BALKAN FRAME W/REG UPRIGHT R ST
7032-24-000 WALL BUMPER HORN EA
7033-01-000 TUPPER TROLLEY EA
7033-10-000 RT ANGLE HLPR ST
7034-00-000 FOREARM REDUCTION UNIT EA
7034-01-000 OPTIONAL LEG HOLDER EA
7034-02-000 OPTIONAL CASSETTE HOLDER EA
7034-03-000 FINGER TRAPS SM EA
7034-04-000 FINGER TRAPS MED EA
7034-05-000 FINGER TRAPS LG EA
7034-06-000 SUPPORT BOW W/TRAPS EA
7034-07-000 PEDIATRIC SUPPORT BOW W/TRAPS EA
7034-08-000 TRAC LOAD SCALE ONLY W/CLAMP EA
7034-09-000 WINDLASS ONLY EA
7034-10-000 TENSION CUFF ONLY EA
7034-11-000 13IN EXTENSION FOR UPRIGHT BAR EA
7039-00-000 INFANT CAST TABLE EA
7039-10-000 CONVERSION KIT EA
7042-00-000 PK/12 TUFSTUF PLASTER BUCKETS DZ
7045-00-000 TRACTION HOOK KIT EA
7064-03-000 IV POST W/CLAMP 3IN X 3/4IN EA
7064-04-000 IV POST W/CLAMP 4IN X 1/2IN EA
7064-05-000 IV POST W/CLAMP 5IN X 1/2IN EA
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
- -----------------------------------------------------------------
<S> <C> <C> <C>
7064-07-000 IV POST W/CLAMP 7IN x 3/4IN EA
7064-09-000 IV POST W/CLAMP 9IN x 3/4IN EA
7064-10-000 IV POST W/CLAMP 10IN x 1/2IN EA
7064-12-000 IV POST W/CLAMP 12IN x 1/2IN EA
7064-13-000 IV ROD W/CLAMP 13 x 3/4 EA
7064-14-000 IV POST W/CLAMP 14IN x 3/4IN EA
7064-15-000 IV ROD W/CLAMP 13 x 1/2 EA
7064-16-000 IV POST W/CLAMP 16 1/2 x 1/2IN EA
7064-18-000 IV POST W/CLAMP 18 1/2 x 3/4IN EA
7064-19-000 IV POST W/CLAMP 19IN x 1/2IN EA
7064-20-000 IV POST W/CLAMP 20IN x 1/2IN EA
7064-21-000 IV POST W/CLAMP 19IN x 5/8IN EA
7064-22-000 IV POST W/CLAMP 23IN x 5/8IN EA
7064-23-000 IV POST W/CLAMP 24IN x 5/8IN EA
7064-24-000 IV POST W/CLAMP 24IN x 1/21N EA
7064-26-000 IV POST W/CLAMP 26IN x 3/4IN EA
7064-27-000 IV POST W/CLAMP 18INx3/4IN ANG EA
7065-13-000 IV POST W/CLAMP 13IN x 1/2IN EA
7100-10-000 40IN BUCKS ANGLED PULLED BAR EA *
7102-00-000 UNIV TRACTION ST
7102-10-000 BUCKS ONLY EA
7102-12-000 BILATERAL BAR ONLY EA
7104-12-000 KNEE SLING SM EA
7104-14-000 KNEE SLING MED EA
7107-00-000 NEW FOOT PIECE EA
7108-00-000 PELVIC SLING SET 12IN ST
7108-10-000 PELVIC SLING ONLY 12 IN EA
7108-12-000 TRIANGLE ONLY 12 IN, PR EA
7108-14-000 BAR ASSEMBLY EA
7109-00-000 PELVIC SLING SET 16 IN ST
7109-10-000 PELVIC SLING ONLY 16 IN EA
7109-12-000 PR TRIANGLE ONLY 16 IN PR
7126-10-000 FLDG COVER SUPPORT SM EA
7126-12-000 FLDG COVER SUPPORT MED EA
7126-14-000 FLDG COVER SUPPORT LG EA
7130-00-000 ADJ LEG REST EA
7131-00-000 COVERED BED BOARD EA
7134-12-000 KODEL COVER ONLY EA
7150-00-000 WEIGHT HANGER EA
7151-10-000 WEIGHT HANGER, SM EA
7151-12-000 WEIGHT HANGER, LG EA
- -----------------------------------------------------------------
</TABLE>
*Confidential Portions omitted and filed separately with the Commission.
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
7151-14-000 WEIGHT HANGER 8-3/4 EA
7152-10-000 TRACTION WEIGHT, 1 LB EA
7152-12-000 TRACTION WEIGHT, 2 LB EA
7152-14-000 TRACTION WEIGHT, 5 LB EA
7154-06-000 1 REEL, 200FT NYLON CORD 3/16 EA
7154-08-000 1 REEL, 500FT NYLON CORD 3/16 EA
7155-06-000 1 REEL, 100FT POLY CORD 3/16 EA
7155-08-000 1 REEL, 500FT POLY CORD 3/16 EA
7156-10-000 SPREADER BLOCK 3 IN EA
7156-12-000 SPREADER BLOCK 4 IN EA
7157-10-000 PK/100 PLAS PAIL LINERS PK
7158-00-000 FINGER EXERCISER EA
7160-09-000 WEIGHT TREE EA
7161-00-000 BAG HANGER EA
7161-10-000 SHOT WEIGHT 1LB EA
7161-12-000 SHOT WEIGHT 2LB EA *
7161-14-000 SHOT WEIGHT 5LB EA
7161-16-000 SHOT WEIGHT 10LB EA
7161-18-000 SHOT WEIGHT 20LB EA
7162-00-000 WATER WEIGHT BAG 20 LB EA
7175-10-000 PK/12 FB CAST CUSHION, SM PK
7175-12-000 PK/12 FB CAST CUSHION, LG PK
7176-10-000 PK/12 STREET HEEL, SM PK
7176-12-000 PK/12 STREET HEEL, MED PK
7176-14-000 PK/12 STREET HEEL, LG PK
7183-00-000 PK/12 TOE CAP PK
7185-10-000 PK/6 ORTHOSTRIDE HEEL, SM PK
7185-12-000 PK/6 ORTHOSTRIDE HEEL, LG PK
7201-10-000 PR ADJ ALUM CRUTCH, SM PR
7201-11-000 PR ADJ ALUM CRUTCH, MED PR
7201-12-000 PR ADJ ALUM CRUTCH, LG PR
7202-10-000 PR ADJ CRUTCH CH PR
7202-12-000 PR YOUTH-ADJ HARDWOOD CRUTCH PR
7202-14-000 PR MED.ADULT-ADJ HARDWOOD CRU PR
7202-16-000 PR LG. ADULT-ADJ HARDWOOD CRU PR
7203-00-000 ADJ ALUM CANE EA
7204-00-000 ADJ ALUM WALKER EA
*Confidential Portions omitted and
filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
COLUMBIA/HCA
CATALOG NO. DESCRIPTION U/M PRICE
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
7205-00-000 ADJ FOLD UP WALKER EA
7206-00-000 PR CRUTCH TIP PR
*
7207-10-000 PR UNDER ARM CUSH, CHILD PR
7207-12-000 PR UNDER ARM CUSH, ADULT PR
7208-00-000 PR CRUTCH HAND GRIP PR
- ------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
- -------------------------------------------------------- TERMS AND CONDITIONS
<S> <C> <C>
____________________________ [ILLEGIBLE
BILL TO COLUMBIA HEALTHCARE CORP. DEPARTMENT NAME FINE PRINT]
CORPORATE ACCOUNTING
ONE PARK PLAZA ____________________________
P.O. BOX 550 REQUESTED BY Phone Ext.
NASHVILLE, TN 37202-0550
____________________________
LOCATION FOR ID#
HUM/ 5/15 CHARGE ACCT#
VENDOR WTS/ ISB/ SPECIAL INSTRUCTIONS
____________________________________________
DEPT. HEAD APPROVAL DATE
DATE SHIPPED TERM FOB VENDOR NO.
============================================================================================================
LINE ITEM NO. QUAN. U/M VENDOR CAT NO. DESCRIPTION TAX UNIT EXT. AMOUNT
PRICE
=============================================================================================================
</TABLE>
VENDOR COPY
FOR OFFICIAL USE ONLY
It is understood that the prices offered to -------------------------------
Buyer or its affiliates are the lowest prices Name of Individual Authorized to
offered to anyone based on purchase volumes Purchase (Type or Print)
--------------------------------
Signature of Individual
Authorized to Purchase
<PAGE>
EXHIBIT "C"
-----------
COLUMBIA / HCA
MEMBERSHIP LISTING
Sorted Alphabetical by State
------------------------------------------------
LEGEND
- Acute - Acute Care/Med Surg facilities
- Alt Site - Alternate Site facilities
- Affl - Affiliated facilities
- Psy - Psychiatric facilities
------------------------------------------------
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY ADDRESS
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COLHCA AK ACUTE ALASKA REG HOSPITAL 2801 DEBARR ROAD
HTI AL ACUTE ANDALUSIA HOSPITAL 849 S. THREE NOTCH ST, P.O. BOX 760
HTI AL ACUTE CRESTWOOD ONE HOSPITAL DRIVE
COLHCA AL ACUTE EAST MONTGOMERY MED CTR 400 TAYLOR RD, P.O. BOX 241267
COLHCA AL ACUTE FLORENCE HOSPITAL 2111 CLOYD BLVD
HTI AL ACUTE FOUR RIVERS MEDICAL CENTER 1015 MEDICAL CENTER PKWY.
COLHCA AL ACUTE MEDICAL CENTER SHOALS 201 AVALON AVENUE, P.O. BOX 3359
COLHCA AL ACUTE MONTGOMERY REG MED CTR 301 SOUTH RIPLEY STREET
COLHCA AL ACUTE NORTHWEST MED CTR 715 HYW 43 NE, P.O. BOX 1089
HTI AR ACUTE DeQUEEN REGIONAL MEDICAL CTR 1300 HWY 70 WEST
COLHCA AR ACUTE DOCTORS - LITTLE ROCK 6101 WEST CAPITAL AVENUE
HTI AR ACUTE MEDICAL PARK HOSPITAL 2001 SOUTH MAIN STREET
HTI AZ ACUTE EL DORADO 1400 N WILMOT
COLHCA AZ ACUTE HEALTHWEST REG MED CTR 1947 EAST THOMAS ROAD
HTI AZ ACUTE NORTHWEST HOSPITAL 6200 N LA CHOLLA BLVD
COLHCA AZ ACUTE PARADISE VALLEY HOSPITAL 3929 EAST BELL ROAD, P.O. BOX 31370
HTI CA ACUTE CHINO VALLEY MEDICAL CENTER 5451 WALNUT AVENUE
HTI CA ACUTE HEALDSBURG GENERAL HOSPITAL 1375 UNIVERSITY AVENUE
COLHCA CA ACUTE HUNTINGTON BEACH MED CTR 17772 BEACH BLVD
COLHCA CA ACUTE LOS ROBLES REG MED CTR 215 W. JANSS ROAD, P.O. BOX 5086
HTI CA ACUTE MISSION BAY MEMORIAL HOSP. 3080 BUNKER HILL STREET
HTI CA ACUTE PALM DRIVE 501 PETALUMA AVE.
COLHCA CA ACUTE SAN LEANDRO HOSPITAL 13855 EAST 14TH STREET
COLHCA CA ACUTE WEST ANEHEIM MED CTR 3053 WEST ORANGE AVENUE
COLHCA CA ACUTE WEST HILLS REG MED CTR 7300 MEDICAL CENTER DRIVE
HTI CA ACUTE WEST SIDE HOSPITAL 910 SOUTH FAIRFAX AVENUE
COLHCA CO ACUTE AURORA REG MED CTR 1501 POTOMAC ST., P.O. BOX 47000
COLHCA CO ACUTE NORTH SUBURBAN MED CTR 9191 GRANT ST, P.O. BOX 291200
COLHCA FL ACUTE AVENTURA HOSPITAL & MED CTR 20900 BISCAYNE BLVD
COLHCA FL ACUTE BAYONET POINT/HUDSON MED CTR 14000 FIVAY ROAD
COLHCA FL ACUTE BRANDON HOSPITAL 119 OAKFIELD DRIVE
COLHCA FL ACUTE CEDARS MED CTR 1400 NW 12TH AVENUE
HTI FL ACUTE CLEARWATER COMMUNITY HOSP. 1521 EAST DRUID ROAD
COLHCA FL ACUTE COLUMBIA PARK MED CTR 818 SOUTH MAIN LANE
COLHCA FL ACUTE DADE CITY HOSPITAL 13100 FT. KING ROAD
COLHCA FL ACUTE DAYTONA MED CTR 400 N. CLYDE MORRIS BLVD, P.O. BOX 9000
COLHCA FL ACUTE DEERING HOSPITAL 9333 SW 152nd STREET
COLHCA FL ACUTE DOCTORS HOSP OF SARASOTA 2750 BAHIA VISTA STREET
HTI FL ACUTE EAST POINTE HOSPITAL 1500 LEE BLVD
HTI FL ACUTE EDWARD WHITE MEMORIAL 2323 9TH AVENUE N
COLHCA FL ACUTE ENGLEWOOD COMMUNITY HOSP 700 MEDICAL BLVD
COLHCA FL ACUTE FAWCETT MEMORIAL HOSPITAL 21298 OLEAN BLVD
COLHCA FL ACUTE FORT WALTON BEACH MED 1000 MAR-WALT DRIVE
COLHCA FL ACUTE GULF COAST HOSPITAL 449 WEST 23RD ST, P.O. BOX 15309
</TABLE>
<TABLE>
<CAPTION> FACILITY BED MAIN
GROUP CITY ZIP # CNT PHONE #
- -------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
COLHCA ANCHORAGE 99508 30201 238 907-276-1131
HTI ANDALUSIA 36340 339 77 205-222-8466
HTI HUNTSVILLE 35801 13 120 205-882-3100
COLHCA MONTGOMERY 36124-1767 30121 150 205-277-8330
COLHCA FLORENCE 33650 30104 155 205-767-8700
HTI SELMA 36701 46 214 205-672-8461
COLHCA MUSCLE SHOALS 35662 30108 128 205-386-1600
COLHCA MONTGOMERY 36104 30134 250 205-269-8000
COLHCA RUSSELLVILLE 35653 30110 100 205-552-1011
HTI DEQUEEN 71832 321 122 501-584-4111
COLHCA LITTLE ROCK 72205-9940 30401 341 501-661-4000
HTI HOPE 71801 71801 75 501-777-2323
HTI TUCSON 85712 116 166 602-886-6361
COLHCA PHOENIX 85016 30301 301 602-241-7600
HTI TUCSON 85741 694 150 602-742-9000
COLHCA PHOENIX 85046 30306 140 602-867-1881
HTI CHINO 91710 421 118 909-464-8600
HTI HEALDSBURG 95488 6171 49 707-431-6500
COLHCA HUNTINGTON BEACH 92547 30507 155 714-842-1475
COLHCA THOUSAND OAKS 91359-5086 30555 204 805-497-2727
HTI SAN DIEGO 92109 6174 150 619-274-7721
HTI SEBASTOBOL 95472 45 56 702-823-8511
COLHCA SAN LEANDRO 94578 30512 136 510-357-6500
COLHCA ANAHEIM 92804 30502 243 714-827-3000
COLHCA CONOOGA PARK 91307 30504 236 818-712-4110
HTI LOS ANGELES 90036 6163 91 213-938-3431
COLHCA AURORA 80047 30501 200 308-695-2600
COLHCA THORNTON 80229 30505 200 308-451-7800
COLHCA AVENTURA 33180 30920 458 305-932-0250
COLHCA HUDSON 34667 30951 256 813-863-2411
COLHCA BRANDON 33511 30917 250 813-681-5551
COLHCA MIAMI 33162 35932 885 305-325-5511
HTI CLEARWATER 34616 6198 120 813-447-4571
COLHCA ORLANDO 32501 30905 267 407-649-6111
COLHCA DADE CITY 33525 30907 120 904-567-6726
COLHCA DAYTONA BEACH 32120 30912 214 904-239-5000
COLHCA MIAMI 32157 35957 260 305-251-2500
COLHCA SARASOTA 34239 30961 168 813-366-1411
HTI LEHIGH ACRES 33936 408 88 813-369-2101
HTI ST. PETERSBURG 33713 367 167 813-323-1111
COLHCA ENGLEWOOD 34273-3978 35952 100 813-475-6571
COLHCA FORT CHARLOTTE 33952 35953 254 813-629-1181
COLHCA FT. WALTON BEACH 32547 30909 247 904-862-1111
COLHCA PANAMA CITY 32406-5309 30930 176 904-769-8341
</TABLE>
<PAGE>
================================================
LEGEND
COLUMBIA/HCA - Acute - Acute Care/Med Surg facilities
MEMBERSHIP LISTING - Alt Site - Alternate Site facilities
- Affl - Affiliated facilities
Sorted Alphabetical by State - Psy - Psychiatric facilities
===============================================
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY ADDRESS CITY ZIP
================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
COLHCA FL ACUTE GULF COAST HOSPITAL 13681 DOCTOR'S WAY FORT MYERS 33912-XXXX
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE HAMILTON COUNTY MEMORIAL 506 N.W. 4th ST., P.O. BOX 1300 JASPER 32052
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE HARBOUR SHORES HOSPITAL 1860 N. LAWNWOOD CIRCLE, P.O. BOX 1540 PORT PIERCE 34590
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE CENTRAL FLORIDA REGIONAL HOSP 1401 W. SEMINOLE BLVD. SANFORD 32771
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE KENDALL REG MED CTR 11750 BIRD ROAD MIAMI 33175-3530
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE LAKE CITY MEDICAL CENTER 1701 WEST DUVAL STREET LAKE CITY 32055
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE LARGO MED CTR 201 - 14th STREET, SW., P.O. BOX 2905 LARGO 34649-2905
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE LAWNWOOD REG MED CTR 1700 SOUTH 23rd ST., P.O. BOX 188 FORT PIERCE 34950-0188
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE L.W. BLAKE HOSPITAL 2020 - 59th STREET WEST, P.O. BOX 25004 BRADENTON 34205
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE MARION COMMUNITY HOSP 1431 SW FIRST AVE, P.O. BOX 2200 OCALA 32671-4338
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE MED CTR of PORT ST. LUCIE 1800 S.E. TIFFANY AVE. PORT ST. LUCIE 34952
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE MEMORIAL MED CTR 3625 UNIVERSITY BLVD. SO., P.O. BOX 16325 JACKSONVILLE 32216
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE MIAMI HEART INSTITUTE NORTH 250 - 63rd STREET MIAMI BEACH 33141
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE MIAMI HEART INSTITUTE SOUTH 4701 MERIDIAN AVENUE MIAMI BEACH 33140
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE NEW PART RICHEY HOSPITAL 5637 MARINE PKWY,. P.O. BOX 996 NEW PORT RICHEY 34656
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE NORTH FLORIDA REG MED 6500 NEWBERRY ROAD, P.O. BOX 137006 GAINESVILLE 32614-7005
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE NORTH OKALOOSA MED CTR 151 REDSTONE AVE. CRESTVIEW 32536
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE NORTHSIDE HOSPITAL 6000 - 49th STREET NORTH ST. PETERSBURG 33709
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE NORTHWEST REG HOSP 2801 N. STATE ROAD 7, P.O. BOX 639002 MARGATE 33063-9002
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE OAK HILL HOSPITAL 11375 CORTEZ BLVD., P.O. BOX 5300 SPRING HILL 34605
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE ORANGE PARK MED CTR 2001 KINGSLEY AVE. P.O. BOX 2000 ORANGE PARK 32067
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE OSCEOLA REG HOSPITAL 700 WEST OAK STREET KISSIMMEE 32741
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE PALM BEACHES MED CTR 2201 - 45th STREET WEST PALM BEACH 33407
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE PALM BEACH REGIONAL 2829 10TH AVENUE NORTH LAKE WORTH 33461
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE PALMS WEST 13001 STATE ROAD 80 LOXAHATCHEE 33470
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE PEMBROKE PINES HOSPITAL 2301 UNIVERSITY DRIVE PEMBROKE PINES 33024
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE PLANTATION GENERAL 401 N.W. 42ND AVENUE PLANTATION 33317
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE POMPANO BEACH MED CTR 800 S.W. THIRD STREET POMPANO BEACH 33060
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE PUTNAM COMMUNITY HOSP HWY 20 WEST., P.O. BOX 778 PALATKA 32178-0778
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE RAULERSON HOSPITAL 1796 HWY 441 N., P.O. BOX 1307 OKEECHOBEE 34973-1307
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE SANTA ROSA MEDICAL CENTER 1450 BERRY HILL ROAD MILTON 32570
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE SOUTH BAY 4016 STATE ROAD 674 SUN CITY CENTER 33570
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE SOUTH SEMINOLE 555 WEST STATE ROAD 434 LONGWOOD 32750
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE SOUTHWEST FLORIDA REGIONAL 2727 WINKLER AVENUE FORT MEYERS 33176
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE SPECIALTY HOSP. OF JACKSONVILLE 4901 RICHARD STREET JACKSONVILLE 32207
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE ST. PETERSBURG GENERAL HOSP 6500 - 38TH AVE NORTH, P.O. BOX 13096 ST. PETERSBURG 33710
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE TALLAHASSEE COMMUNITY HOSP 2626 CAPITAL MEDICAL BLVD. TALLAHASSEE 32308-4402
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE TWIN CITIES HOSPITAL 2190 HWY 85 N, P.O. BOX 3X64 NICEVILLE 32578-3164
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE UNIVERSITY HOSPITAL 7201 N UNIVERSITY DRIVE TAMARAC 33321
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE WEST FLORIDA REG MED CTR 8383 NORTH DAVIS HWY, P.O. BOX 18900 PENSACOLA 32523-8900
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE WEST SIDE REG MED CTR 8201 WEST BROWARD BLVD. PLANTATION 33324
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE WINTER PARK MEMORIAL HOSP 200 NORTH LAKEMONT AVE. WINTER PARK 32792
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE AUGUSTA REG MED CTR 3651 WHEELER ROAD AUGUSTA 3XXXX
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE BARROW MEDICAL CENTER 316 NORTH BROAD ST., P.O. BOX 768 WINDER 30X80
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
FACILITY BED MAIN
GROUP STATE TYPE FACILITY # CNT PHONE #
=======================================================================================
<S> <C> <C> <C> <C> <C> <C>
COLHCA FL ACUTE GOLF COAST HOSPITAL 35954 120 813-768-5000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE HAMILTON COUNTY MEMORIAL 36993 42 904-792-2101
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE HARBOUR SHORES HOSPITAL 30X59 60 407-466-1500
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE CENTRAL FLORIDA REGIONAL HOSP 30X53 226 407-321-4500
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE KENDALL REG MED CTR 35941 412 305-223-3000
- ---------------------------------------------------------------------------------------
HTI FL ACUTE LAKE CITY MEDICAL CENTER 6210 75 904-752-2922
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE LARGO MED CTR 30936 256 813-586-1411
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE LAWNWOOD REG MED CTR 30X32 335 407-461-4000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE L.W. BLAKE HOSPITAL 30X49 383 813-792-6611
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE MARION COMMUNITY HOSP 30927 190 904-732-2700
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE MED CTR of PORT ST. LUCIE 30X96 150 407-335-4000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE MEMORIAL MED CTR 36957 473 904-399-6111
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE MIAMI HEART INSTITUTE NORTH 3592X 273 305-672-1111
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE MIAMI HEART INSTITUTE SOUTH 35930 531 305-672-1111
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE NEW PART RICHEY HOSPITAL 30941 414 813-848-1733
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE NORTH FLORIDA REG MED 30918 267 904-333-4000
- ---------------------------------------------------------------------------------------
HTI FL ACUTE NORTH OKALOOSA MED CTR 165 110 904-689-X100
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE NORTHSIDE HOSPITAL 30X50 301 813-521-4411
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE NORTHWEST REG HOSP 30995 150 305-974-0X00
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE OAK HILL HOSPITAL 30997 150 904-596-6632
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE ORANGE PARK MED CTR 30913 224 908-276-8500
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE OSCEOLA REG HOSPITAL 30902 169 407-846-2X66
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE PALM BEACHES MED CTR 30923 250 407-842-6141
- ---------------------------------------------------------------------------------------
HTI FL ACUTE PALM BEACH REGIONAL 345 200 407-967-7800
- ---------------------------------------------------------------------------------------
HTI FL ACUTE PALMS WEST 477 107 407-796-3X00
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE PEMBROKE PINES HOSPITAL 35912 304 305-962-9650
- ---------------------------------------------------------------------------------------
HTI FL ACUTE PLANTATION GENERAL 56 264 305-587-5010
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE POMPAND BEACH MED CTR 30921 273 305-782-2000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE PUTNAM COMMUNITY HOSP 30929 161 904-328-5711
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE RAULERSON HOSPITAL 30X33 101 813-763-2151
- ---------------------------------------------------------------------------------------
HTI FL ACUTE SANTA ROSA MEDICAL CENTER 337 153 904-626-7762
- ---------------------------------------------------------------------------------------
HTI FL ACUTE SOUTH BAY 642 112 813-634-3301
- ---------------------------------------------------------------------------------------
HTI FL ACUTE SOUTH SEMINOLE 644 12X 407-767-1200
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE SOUTHWEST FLORIDA REGIONAL 35955 400 813-939-1147
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE SPECIALTY HOSP. OF JACKSONVILLE 36956 107 904-737-3120
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE ST. PETERSBURG GENERAL HOSP 30X01 219 813-384-1414
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE TAILAHASSEE COMMUNITY HOSP 30X54 180 904-656-5000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE TWIN CITIES HOSPITAL 30948 75 904-678-4131
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE UNIVERSITY HOSPITAL 35940 269 305-721-2200
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE WEST FLORIDA REG MED CTR 30XXX 547 904-494-4000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE WEST SIDE REG MED CTR 30XXX 204 305-473-6600
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE WINTER PARK MEMORIAL HOSP 35977 339 407-646-7000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE AUGUSTA REG MED CTR 31008 374 706-863-3232
- ---------------------------------------------------------------------------------------
HTI FL ACUTE BARROW MEDICAL CENTER 6200 60 401-867-3400
- ---------------------------------------------------------------------------------------
</TABLE>
<PAGE>
===========================================
LEGEND
COLUMBIA / HCA - Acute - Acute Care/Med Surg facilities
MEMBERSHIP LISTING - Alt Site - Alternate Site facilities
- Affl - Affiliated facilities
Sorted Alphabetical by State - Psy - Psychiatric facilities
===========================================
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY ADDRESS CITY ZIP
=================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
COLHCA GA ACUTE CARTERSVILLE MED CTR 960 JOE FRANK HARRIS PKWY,P.O. BOX 200008 CARTERSVILLE
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE COLISEUM MED CTR 350 HOSPITAL DRIVE MACON 31213
- ---------------------------------------------------------------------------------------------------------------------------------
HTI GA ACUTE DOCTORS - COLUMBUS 616 19TH STREET COLUMBUS 31902
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE DUNWOODY MED CTR 4575 N SHALLOWFORD ROAD ATLANTA 30838
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE EASTSIDE MED CTR 1700 MEDICAL WAY, P.O. BOX 587 SNELLVILLE 30278
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE FAIRVIEW PARK HOSPITAL 200 INDUSTRIAL BLVD, P.O. BOX 1408 DUBLIN 31040-1405
- ---------------------------------------------------------------------------------------------------------------------------------
HTI GA ACUTE LANIER PARK REGIONAL HOSP 675 WHITE SULPHER ROAD GAINSVILLE 30501
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE METROPOLITAN HOSPITAL 3223 HOWELL MILL ROAD, N.W. ATLANTA 30827
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE NORTHLAKE REG MED CTR 1455 MONTREAL ROAD ATLANTA 30085
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE PALMYRA MED CTRS 2000 PALMYRA ROAD, P.O. BOX 1908 ALBANY 31708-1908
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE PARKWAY MED CTR 1000 THORNTON ROAD, P.O. BOX 570 LITHIA SPRINGS 30057
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE PEACHTREE RED HOSPITAL 60 HOSPITAL ROAD NEWNAN 30263
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE REDMOND REG MED CTR 501 REDMOND RD, P.O. BOX 107001 ROME 30164-7001
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE WEST PACES MED CTR 3200 HOWELL MILL ROAD, NW ATLANTA 30127-4101
- ---------------------------------------------------------------------------------------------------------------------------------
HTI ID ACUTE EASTERN IDAHO REGIONAL 3100 CHANNING WAY IDAHO FALLS 83404
- ---------------------------------------------------------------------------------------------------------------------------------
HTI ID ACUTE WEST VALLEY MED CTR 1717 ARLINGTON AVE. CALDWELL 8360X-4864
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA IL ACUTE GRANT HOSPITAL of CHICAGO 550 WEST WEBSTER CHICAGO 60614
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA IL ACUTE HOFFMAN ESTATES MED CTR 1555 N BARRINGTON ROAD HOFFMAN ESTATES 60194
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA IL ACUTE MICHAEL REESE HOSP & MED CTR 2029 S ELLIS STREET CHICAGO 60616
- ---------------------------------------------------------------------------------------------------------------------------------
HTI IN ACUTE TERREHAUTE 601 HOSPITAL LANE TERREHAUTE 47X02
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA IN ACUTE THE WOMEN'S HOSP - INDIANAPOLIS 8111 TOWNSHIP LINE RD, P.O. BOX 80430 INDIANAPOLIS 46260
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KS ACUTE OVERLAND PARK REG MED CTR 10500 QUIVIRA ROAD OVERLAND PARK 66215
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KS ACUTE WESLEY MED CTR 550 N HILLSIDE AVE, P.O. BOX 47930 WICHITA 67201-7930
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KS ACUTE WESTERN PLAINS REG HOSPITAL 3001 AVENUE A. P.O. BOX 1478 DODGE CITY 67X01
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE AUDUBON REG MED CTR ONE AUDUBON PLAZA DRIVE LOUISVILLE 40217
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE BLUEGRASS REG MED CTR 299 KING'S DAUGHTERS DRIVE FRANKFORT 40601
- ---------------------------------------------------------------------------------------------------------------------------------
HTI KY ACUTE BOURBON GENERAL #9 LINVILLE DRIVE PARIS 40861
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE BROWN CANCER CTR 529 S. JACKSON STREET LOUISVILLE 40202
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE GREENVIEW HOSPITAL 1801 ASHLEY CIRCLE, P.O. BOX 90024 BOWLING GREEN 42101-9024
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE LAKE CUMBERLAND REG HOSPITAL 305 LANGDON STREET, P.O. BOX 620 SOMERSET 42501
- ---------------------------------------------------------------------------------------------------------------------------------
HTI KY ACUTE LOGAN MEMORIAL 1625 S. NASHVILLE ROAD RUSSELVILLE 42276
- ---------------------------------------------------------------------------------------------------------------------------------
HTI KY ACUTE MEADOWVIEW REGIONAL 989 WEST HWY 10 MAYSVILLE 41056
- ---------------------------------------------------------------------------------------------------------------------------------
HTI KY ACUTE PINELAKE MED CTR 1099 MEDICAL CENTER CIRCLE MAYFIELD 42066
- ---------------------------------------------------------------------------------------------------------------------------------
HTI KY ACUTE SCOTT GENERAL 1140 LEXINGTON ROAD GEORGETOWN 40824
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE SOUTHWEST HOSPITAL 9820 THIRD STREET ROAD LOUISVILLE 40272
- ---------------------------------------------------------------------------------------------------------------------------------
HTI KY ACUTE SPRING VIEW 3201 LORRETTA ROAD LEBANON 42066
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE SUBURBAN MED CTR 4001 DUTCHMANS LANE LOUISVILLE 40207
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE UNIVERSITY of LOUISVILLE HOSP 530 S JACKSON STREET LOUISVILLE 40202
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE AVOYELLES HOSPITAL HWY 1191 BLUE TOWN RD, P.O. BOX 255 MARKSVILLE 71351
- ---------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE DAUTERIVE 600 N. LEWIS NEW IBERIA 70560
- ---------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE DOCTORS HOSP. - OPELOUSAS 5101 HIGHWAY 167 SOUTH OPELOUSAS 70570
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE HIGHLAND HOSPITAL 1453 E BERT XXXXX IND LOOP SHREVEPORT 71105-60XX
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE LAKE AREA MED CTR 4200 NELSON ROAD LAKE CHARLES 70605
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE LAKELAND MED CTR 6000 BULLARD ROAD, P.O. BOX 29487 NEW ORLEANS 70189
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
FACILITY BED MAIN
GROUP STATE TYPE FACILITY # CNT PHONE #
==========================================================================================
<S> <C> <C> <C> <C> <C> <C>
COLHCA GA ACUTE CARTERSVILLE MED CTR 31035 80 404-382-1530
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE COLISEUM MED CTR 31051 250 912-745-9461
- ------------------------------------------------------------------------------------------
HTI GA ACUTE DOCTORS - COLUMBUS 353 252 706-571-4262
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE DUNWOODY MED CTR 31024 168 404-454-2000
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE EASTSIDE MED CTR 31005 122 404-736-2572
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE FAIRVIEW PARK HOSPITAL 31054 190 912-275-2000
- ------------------------------------------------------------------------------------------
HTI GA ACUTE LANIER PARK REGIONAL HOSP 108 124 404-503-3000
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE METROPOLITAN HOSPITAL 31025 64 404-351-0500
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE NORTHLAKE REG MED CTR 31055 120 404-270-3000
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE PALMYRA MED CTRS 31050 248 912-434-2000
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE PARKWAY MED CTR 31053 320 404-732-7650
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE PEACHTREE RED HOSPITAL 31002 144 404-253-1912
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE REDMOND REG MED CTR 31052 201 705-291-0291
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE WEST PACES MED CTR 31056 294 404-351-0351
- ------------------------------------------------------------------------------------------
HTI ID ACUTE EASTERN IDAHO REGIONAL 310 246 208-529-6111
- ------------------------------------------------------------------------------------------
HTI ID ACUTE WEST VALLEY MED CTR 92 150 208-459-4641
- ------------------------------------------------------------------------------------------
COLHCA IL ACUTE GRANT HOSPITAL OF CHICAGO 31316 479 312-883-2000
- ------------------------------------------------------------------------------------------
COLHCA IL ACUTE HOFFMAN ESTATES MED CTR 31304 356 708-843-2000
- ------------------------------------------------------------------------------------------
COLHCA IL ACUTE MICHAEL REESE HOSP & MED CTR 31310 955 312-791-2000
- ------------------------------------------------------------------------------------------
HTI IN ACUTE TERREHAUTE 97 284 812-232-0021
- ------------------------------------------------------------------------------------------
COLHCA IN ACUTE THE WOMEN'S HOSP - INDIANAPOLIS 31402 182 317-875-5994
- ------------------------------------------------------------------------------------------
COLHCA KS ACUTE OVERLAND PARK REG MED CTR 31602 400 913-541-5000
- ------------------------------------------------------------------------------------------
COLHCA KS ACUTE WESLEY MED CTR 31608 760 316-688-2468
- ------------------------------------------------------------------------------------------
COLHCA KS ACUTE WESTERN PLAINS REG HOSPITAL 31601 100 316-225-8400
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE AUDUBON REG MED CTR 31702 480 502-636-7111
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE BLUEGRASS REG MED CTR 31768 190 502-875-5240
- ------------------------------------------------------------------------------------------
HTI KY ACUTE BOURBON GENERAL 319 60 606-987-3600
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE BROWN CANCER CTR 31732 0 502-562-3000
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE GREENVIEW HOSPITAL 31767 211 502-793-1000
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE LAKE CUMBERLAND REG HOSPITAL 31709 227 606-679-7441
- ------------------------------------------------------------------------------------------
HTI KY ACUTE LOGAN MEMORIAL 516 100 502-726-4011
- ------------------------------------------------------------------------------------------
HTI KY ACUTE MEADOWVIEW REGIONAL 595 111 606-759-5311
- ------------------------------------------------------------------------------------------
HTI KY ACUTE PINELAKE MED CTR 18 116 502-247-4288
- ------------------------------------------------------------------------------------------
HTI KY ACUTE SCOTT GENERAL 635 75 502-868-1213
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE SOUTHWEST HOSPITAL 31713 150 502-933-8100
- ------------------------------------------------------------------------------------------
HTI KY ACUTE SPRING VIEW 328 113 502-692-5150
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE SUBURBAN MED CTR 31701 380 502-893-1000
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE UNIVERSITY OF LOUISVILLE HOSP 31730 404 502-562-5000
- ------------------------------------------------------------------------------------------
COLHCA LA ACUTE AVO YELLES HOSPITAL 31801 55 318-253-8611
- ------------------------------------------------------------------------------------------
HTI LA ACUTE DAUTERIVE 431 105 318-365-7311
- ------------------------------------------------------------------------------------------
HTI LA ACUTE DOCTORS HOSP. - OPELOUSAS 6193 101 318-948-2100
- ------------------------------------------------------------------------------------------
COLHCA LA ACUTE HIGHLAND HOSPITAL 31833 126 318-798-4300
- ------------------------------------------------------------------------------------------
COLHCA LA ACUTE LAKE AREA MED CTR 31822 80 318-474-6370
- ------------------------------------------------------------------------------------------
COLHCA LA ACUTE LAKELAND MED CTR 31817 130 504-241-6335
- ------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
===========================================
LEGEND
COLUMBIA / HCA - Acute - Acute Care/Med Surg facilities
MEMBERSHIP LISTING - Alt Site - Alternate Site facilities
- Affl - Affiliated facilities
Sorted Alphabetical by State - Psy - Psychiatric facilities
===========================================
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY ADDRESS CITY ZIP
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
HTI LA ACUTE LAKESIDE 4700 I-10 SERVICE ROAD METAIRIE 70001
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE LAKEVIEW MEDICAL CENTER ONE PARK PLACE COVINGTON 70434
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE LOUISIANA MATERIALS MANAGEMENT CTR 100 EAST COLEMAN AVENUE HAMMOND 70401
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE MEDICAL CENTER OF SW LA 2810 AMBASSADOR CAFFERY PKWY. LAFAYETTE 70506
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE MEDICAL CTR BATON ROUGE 17000 MEDICAL CTR DRIVE BATON ROUGE 70816
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE NORTH MONROE HOSPITAL 3421 MEDICAL PARK DR., P.O. BOX 7050 MONROE 71211-7050
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE OAKDALE COMMUNITY HOSPITAL 130 N. HOSPITAL DRIVE, P.O. BOX 629 OAKDALE 71463
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE RAPIDES GENERAL HOSPITAL 211 FOURTH STREET, P.O. BOX 30101 ALEXANDRIA 71301
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE RIVER VIEW MEDICAL CENTER 1125 WEST LOUISIANA HIGHWAY 30 GONZALES 70737
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE SAVOY MEDICAL CTR 801 POINCIANA AVENUE MAMOU 70554
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE SPRINGHILL MED CTR 2001 DOCTORS DRIVE, P.O. BOX 917 SPRINGHILL 71075
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE TULANE UNIVERSITY HOSP & CLINIC 1415 TULANE AVENUE NEW ORLEANS 70112
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE VILLE PIATTE MED CTR 800 E. MAIN STREET, P.O. BOX 349 VILLE PLATTE 70586
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE WINN PARISH MED CTR 301 BOUNDARY STREET, P.O. BOX 152 WINNFIELD 71483
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE WOMEN'S AND CHILDREN'S HOSP 4600 AMBASSADOR CAFFERY PKWY LAFAYETTE 70508
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA MO ACUTE INDEPENDENCE REG HEALTH CTR 1509 W. TRUMAN ROAD INDEPENDENCE 64050
- ----------------------------------------------------------------------------------------------------------------------------------
HTI MO ACUTE SPRINGFIELD COMMUNITY HOSP 3535 SOUTH NATIONAL AVENUE SPRINGFIELD 65807
- ----------------------------------------------------------------------------------------------------------------------------------
HTI MS ACUTE GARDENPARK COMMUNITY HOSP 1520 BROAD AVENUE GULFPORT 39501
- ----------------------------------------------------------------------------------------------------------------------------------
HTI MS ACUTE VICKSBURG 1111 N. FRONTAGE ROAD VICKSBURG 39181
- ----------------------------------------------------------------------------------------------------------------------------------
HTI NC ACUTE BRUNSWICK HOSPITAL HIGHWAY 17 SUPPLY 28462
- ----------------------------------------------------------------------------------------------------------------------------------
HTI NC ACUTE DAVIS COMMUNITY OLD MOCKSVILLE ROAD STATESVILLE 28677
- ----------------------------------------------------------------------------------------------------------------------------------
HTI NC ACUTE HERITAGE 111 HOSPITAL DRIVE TARBORO 27886
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NC ACUTE HIGHSMITH-RAINEY MEMORIAL HOSP 150 ROBESON STREET FAYETTEVILLE 28301-5570
- ----------------------------------------------------------------------------------------------------------------------------------
HTI NC ACUTE PRESBYTERIAN ORTHOPAEDIC 1901 RANDOLPH ROAD CHARLOTTE 28207
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NC ACUTE RALEIGH COMMUNITY HOSPITAL 3400 WAKE FOREST ROAD, P.O.BOX 28280 RALEIGH 27611-8250
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NH ACUTE PARKLAND MED CTR ONE PARKLAND DRIVE DERRY 08088
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NH ACUTE PORTSMOUTH REG HOSPITAL 343 BORTHWICK AVE., P.O. BOX 7004 PORTSMOUTH 05802-7004
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NM ACUTE GUADALUPE MED CTR 2430 WEST PIERCE STREET CARLSBAD 88220-3597
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NM ACUTE LEA REGIONAL HOSPITAL 5419 N. LOVINGTON HWY., P.O. BOX 3000 HOBBS 88240-3000
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NV ACUTE SUNRISE CHILDREN'S HOSPITAL 3186 MARYLAND PARKWAY LAS VEGAS 89109
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NV ACUTE SUNRISE HOSPITAL & MED CTR 3186 MARYLAND PARKWAY LAS VEGAS 89109
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OK ACUTE CLAREMORE REGIONAL HOSPITAL 1202 NORTH MUSKOGEE STREET CLAREMORE 74017
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OK ACUTE DOCTORS MEDICAL CENTER 2323 SOUTH HARVARD TULSA 74114
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OK ACUTE EDMOND REGIONAL MED CTR 1 SOUTH BRYANT EDMOND 73084
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA OK ACUTE PRESBYTERIAN HOSPITAL 700 N.E. 13TH STREET OKLAHOMA CITY 73701-5070
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OK ACUTE SOUTHWESTERN MEDICAL CENTER 5602 S.W. LEE BLVD LAWTON 73506
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA OK ACUTE ST. MARY'S HOSPITAL 306 SOUTH FIFTH AVE., P.O. BOX 232 ENID 73701-5899
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OK ACUTE WAGONER COMMUNITY 1200 WEST CHEROKEE WAGONER 74467
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OR ACUTE DOUGLAS COMMUNITY 738 WEST HARVARD BLVD. ROSEBURG 97470
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OR ACUTE MCMINNVILLE COMMUNITY 600 S. BAKER STREET MCMINNVILLE 97128-6498
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA SC ACUTE AIKIN REGIONAL MED CTR 202 UNIVERSITY PKWY., P.O. BOX 1117 AIKEN 29802
- ----------------------------------------------------------------------------------------------------------------------------------
HTI SC ACUTE CHESTERFIELD GENERAL HIGHWAY 9 CHERAW 29520
- ----------------------------------------------------------------------------------------------------------------------------------
HTI SC ACUTE COLLETON REGIONAL 501 ROBERTSON BLVD WALTERBORO 29488
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA SC ACUTE GRAND STRAND GENERAL HOSPITAL 809-82nd-PKWY., P.O. BOX 7500 DUNES MYRTE BEACH 29572
STATION
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY FACILITY BED MAIN
# CNT PHONE #
=====================================================================================================
<S> <C> <C> <C>
HTI LA ACUTE LAKESIDE 34 504-885-3333
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE LAKEVIEW MEDICAL CENTER 6194 104 504-892-5900
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE LOUISIANA MATERIALS MANAGEMENT CTR 504-542-2022
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE MEDICAL CENTER OF SW LA 450 166 318-981-2949
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE MEDICAL CTR BATON ROUGE 666 228 504-752-2470
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE NORTH MONROE HOSPITAL 31834 220 318-388-1946
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE OAKDALE COMMUNITY HOSPITAL 31803 60 318-825-3700
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE RAPIDES GENERAL HOSPITAL 31840 309 318-473-3000
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE RIVER VIEW MEDICAL CENTER 6201 104 304-647-3000
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE SAVORY MEDICAL CTR
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE SPRINGHILL MED CTR 31806 86 318-539-9161
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE TULANE UNIVERSITY HOSP & CLINIC 269
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE VILLE PIATTE MED CTR 31806 124 318-363-5684
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE WINN PARISH MED CTR 31802 103 318-628-2721
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE WOMEN'S AND CHILDREN'S HOSP 637 70 318-981-9100
- -----------------------------------------------------------------------------------------------------
COLHCA MO ACUTE INDEPENDENCE REG HEALTH CTR 32501 366 816-836-8100
- -----------------------------------------------------------------------------------------------------
HTI MO ACUTE SPRINGFIELD COMMUNITY HOSP 6231 200 417-882-4700
- -----------------------------------------------------------------------------------------------------
HTI MS ACUTE GARDENPARK COMMUNITY HOSP 6211 120 601-864-4210
- -----------------------------------------------------------------------------------------------------
HTI MS ACUTE VICKSBURG 625 144 601-636-2611
- -----------------------------------------------------------------------------------------------------
HTI NC ACUTE BRUNSWICK HOSPITAL 480 60 910-754-8121
- -----------------------------------------------------------------------------------------------------
HTI NC ACUTE DAVE COMMUNITY 593 149 704-873-0281
- -----------------------------------------------------------------------------------------------------
HTI NC ACUTE HERITAGE 614 127 919-641-7700
- -----------------------------------------------------------------------------------------------------
COLHCA NC ACUTE HIGHSMITH-PLAINEY MEMORIAL HOSP 33312 150 910-609-1100
- -----------------------------------------------------------------------------------------------------
HTI NC ACUTE PRESBYTERIAN ORTHOPAEDIC 461 166 704-375-6792
- -----------------------------------------------------------------------------------------------------
COLHCA NC ACUTE RALEIGH COMMUNITY HOSPITAL 33311 230 919-954-3000
- -----------------------------------------------------------------------------------------------------
COLHCA NH ACUTE PARKLAND MED CTR 32905 86 608-432-1500
- -----------------------------------------------------------------------------------------------------
COLHCA NH ACUTE PORTSMOUTH REG HOSPITAL 32902 144 608-436-5110
- -----------------------------------------------------------------------------------------------------
COLHCA NM ACUTE GUADALUFE MED CTR 33101 138 506-887-4100
- -----------------------------------------------------------------------------------------------------
COLHCA NM ACUTE LEA REGIONAL HOSPITAL 33102 250 505-392-6581
- -----------------------------------------------------------------------------------------------------
COLHCA NV ACUTE SUNRISE CHILDREN'S HOSPITAL 32801 0 702-731-8000
- -----------------------------------------------------------------------------------------------------
COLHCA NV ACUTE SUNRISE HOSPITAL & MED CTR 32801 688 702-731-8000
- -----------------------------------------------------------------------------------------------------
HTI OK ACUTE CLAREMORE REGIONAL HOSPITAL 6216 101 918-341-2556
- -----------------------------------------------------------------------------------------------------
HTI OK ACUTE DOCTORS MEDICAL CENTER 6223 221 918-744-4000
- -----------------------------------------------------------------------------------------------------
HTI OK ACUTE EDMOND REGIONAL MED CTR 136 98 405-341-6100
- -----------------------------------------------------------------------------------------------------
COLHCA OK ACUTE PRESBYTERIAN HOSPITAL 33608 396 405-271-5100
- -----------------------------------------------------------------------------------------------------
HTI OK ACUTE SOUTHWESTERN MEDICAL CENTER 6241 109 405-531-4700
- -----------------------------------------------------------------------------------------------------
COLHCA OK ACUTE ST. MARY'S HOSPITAL 33609 277 405-233-6100
- -----------------------------------------------------------------------------------------------------
HTI OK ACUTE WAGONER COMMUNITY 368 100 918-485-5514
- -----------------------------------------------------------------------------------------------------
HTI OR ACUTE DOUGLAS COMMUNITY 169 98 509-673-6641
- -----------------------------------------------------------------------------------------------------
HTI OR ACUTE MCMINNVILLE COMMUNITY 49 73 509-472-6131
- -----------------------------------------------------------------------------------------------------
COLHCA SC ACUTE AIKIN REGIONAL MED CTR 34007 225 808-641-5000
- -----------------------------------------------------------------------------------------------------
HTI SC ACUTE CHESTERFIELD GENERAL 391 72 808-537-7881
- -----------------------------------------------------------------------------------------------------
HTI SC ACUTE COLLETON REGIONAL 391 145 808-549-6371
- -----------------------------------------------------------------------------------------------------
COLHCA SC ACUTE GRAND STRAND GENERAL HOSPITAL 34008 172 808-449-4411
- -----------------------------------------------------------------------------------------------------
</TABLE>
PAGE 4
<PAGE>
===========================================
LEGEND
COLUMBIA / HCA - Acute - Acute Care/Med Surg facilities
MEMBERSHIP LISTING - Alt Site - Alternate Site facilities
- Affl - Affiliated facilities
Sorted Alphabetical by State - Psy - Psychiatric facilities
===========================================
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY ADDRESS CITY ZIP
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
HTI SC ACUTE MARLBORO PARK RT.4 HWY.9 BENNETTSVILLE 29512
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA SC ACUTE SUMMERVILLE MED CTR 295 MIDLAND PARKWAY SUMMERVILLE 29485
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA SC ACUTE TRIDENT REGIONAL MED CTR 9330 MEDICAL PLAZA DRIVE CHARLESTON 29405-9195
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE ATHENS COMMUNITY HOSPITAL 1114 WEST MADISON AVE. P.O. BOX 250 ATHENS 37371-0250
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE CENTENNIAL MED CTR at PARK VIEW 2300 PATTERSON ST., P.O. BOX 1225 NASHVILLE 37202-1225
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE CROCKETT U.S. HWY. 43 SOUTH LAWRENCEBURG 38464
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE EAST RIDGE HOSPITAL 941 SPRING CREEK ROAD EAST RIDGE 37412
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE HENDERSONVILLE 355 NEW SHACKLE ISLAND ROAD HENDERSONVILLE 37075
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE INDIAN PATH MEDICAL CTR 2000 BROOKSIDE DRIVE KINGSPORT 37660-4682
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE JOHNSON CITY SPECIALTY HOSP. 208 E. WATAUGA AVE JOHNSON CITY 37602
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE LIVINGSTON REGIONAL 315 OAK STREET LIVINGSTON 38570
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE NASHVILLE MEMORIAL HOSPITAL 612 WEST DUE WEST AVENUE NASHVILLE 37115
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE NORTHSIDE 401 PRINCETON ROAD JOHNSON CITY 37601
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE PARKRIDGE MED CTR 2333 McCALLIE AVENUE CHATTANOOGA 37404-3285
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE REGIONAL HOSPITAL of JACKSON 367 HOSPITAL BLVD. P.O. BOX 3310 JACKSON 38305-0810
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE RIVER PARK 1510 SPARTA STREET MCMINNVILLE 37110
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE SMITH COUNTY NORTH MAIN STREET CARTHAGE 37080
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE SOUTH PITTSBURG 210 W. 12TH STREET SOUTH PITTSBURG 37380
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE SOUTHERN HILLS MED CTR 391 WALLACE ROAD, P.O. BOX 111359 NASHVILLE 37211
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE SOUTHERN TN MED CTR 185 HOSPITAL ROAD WINCHESTER 37398
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE STONES RIVER DOOLITTLE ROAD WOODBURY 37190
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE SUMMIT MED CTR 5655 FIRST BLVD. HERMITAGE 37076
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE SYCAMORE SHOALS 1501 WEST ELK AVENUE ELIZABETHTON 37643
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE TRINITY MAIN STREET ERIN 37061
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE VOLUNTEER GENERAL HOSPITAL 161 MT. PELIA RD, P.O. BOX 967 MARTIN 38237
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE ALICE PHYSICIAN & SURGEONS 300 EAST THIRD STREET ALICE 78332
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE ALVIN COMMUNITY HOSP 301 MEDIC LANE ALVIN 77511
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE ANGELO COMMUNITY HOSPITAL 3501 KNICKERBOCKER ROAD SAN ANGELO 76904-7698
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE ARLINGTON MED CTR 3301 MATLOCK ROAD ARLINGTON 76015
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE AUSTIN DIAGNOSTIC CENTER 911 W. 36TH, SUITE 200 AUSTIN 76706
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BAY AREA MED CTR 7101 S. PADRE ISLAND DRIVE CORPUS CHRISTI 76412
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE BAYSHORE MEDICAL CENTER 4000 SPENCER HWY. PASADENA 77504
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BEAUMONT REGIONAL MED CTR 3080 COLLEGE ST., P.O. BOX 5817 BEAUMONT 77626-5817
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BELAIRE GENERAL HOSPITAL 5314 DASHWOOD HOUSTON 77081
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BRAZOS VALLEY MED CTR 1604 ROCK PRAIRIE ROAD COLLEGE STATION 77842-3500
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE BROWNWOOD REGIONAL BURNETTE CARMICHAEL BROWNWOOD 76801
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE CLEAR LAKE REG MED CTR 500 MEDICAL CENTER BLVD WEBSTER 77598
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE COASTAL BEND HOSPITAL 1711 WEST WHEELER AVENUE ARKANSAS PASS 78336
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE COLUMBIA MED CTR - WEST 1801 N OREGON EL PASO 79902
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE COLUMBIA MED CTR - EAST 10801 GATEWAY BLVD WEST EL PASO 79925
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE CORONADO ONE MEDICAL PLAZA PAMPA 79065
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE DENTON COMMUNITY HOSPITAL 207 NORTH BONNIE BRAE DENTON 76201
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE DENTON REGIONAL MED CTR 404 NORTH I-35 DENTON 76201
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE DETAR 506 E. SAN ANTONIO STREET VICTORIA 77901
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY FACILITY BED MAIN
# CNT PHONE #
=====================================================================================================
<S> <C> <C> <C> <C> <C> <C>
HTI SC ACUTE MARLBORO PARK 404 111 808-479-2681
- -----------------------------------------------------------------------------------------------------
COLHCA SC ACUTE SUMMERVILLE MED CTR 34005 100 808-832-5000
- -----------------------------------------------------------------------------------------------------
COLHCA SC ACUTE TRIDENT REGIONAL MED CTR 34001 361 808-797-7000
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE ATHENS COMMUNITY HOSPITAL 34226 118 615-745-1411
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE CENTENNIAL MED CTR at PARK VIEW 34222 241 615-342-4700
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE CROCKETT 63 106 615-762-6571
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE EAST RIDGE HOSPITAL 34206 128 615-894-7870
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE HENDERSONVILLE 447 120 615-264-4000
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE INDIAN PATH MEDICAL CTR 34225 295 615-392-7000
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE JOHNSON CITY SPECIALTY HOSP. 603 38 615-926-1111
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE LIVINGSTON REGIONAL 4 106 615-823-5611
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE NASHVILLE MEMORIAL HOSPITAL 6020 314 615-865-3511
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE NORTHSIDE 351 154 615-282-4111
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE PARKRIDGE MED CTR 34224 296 615-696-6061
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE REGIONAL HOSPITAL of JACKSON 34229 166 901-661-2000
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE RIVER PARK 24 89 615-473-8411
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE SMITH COUNTY 8 66 615-735-1560
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE SOUTH PITTSBURG 658 60 615-837-6781
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE SOUTHERN HILLS MED CTR 34242 180 615-781-4100
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE SOUTHERN MED CTR 16 212 615-967-8200
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE STONES RIVER 194 85 615-563-4001
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE SUMMIT MED CTR 34223 218 615-316-3000
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE SYCAMORE SHOALS 181 128 615-542-1300
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE TRINITY 17 40 615-289-4124
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE VOLUNTEER GENERAL HOSPITAL 34231 100 901-587-4261
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE ALICE PHYSICIAN & SURGEONS 6237 131 512-664-4376
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE ALVIN COMMUNITY HOSP 6214 86 713-331-6141
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE ANGELO COMMUNITY HOSPITAL 165
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE ARLINGTON MED CTR 34309 287 817-465-3241
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE AUSTIN DIAGNOSTIC CENTER 6044 512-835-1111
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BAY AREA MED CTR 39333 132 512-985-1200
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE BAYSHORE MEDICAL CENTER 9 394 713-944-6666
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BEAUMONT REGIONAL MED CTR 34314 250 409-833-1411
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BELAIRE GENERAL HOSPITAL 39322 349 713-669-4000
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BRAZOS VALLEY MED CTR 34306 100 409-764-5100
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE BROWNWOOD REGIONAL 376 218 915-646-8541
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE CLEAR LAKE REG MED CTR 34336 459 713-332-2511
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE COASTAL BEND HOSPITAL 6221 75 512-758-8585
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE COLUMBIA MED CTR - WEST 39307 252 915-521-1200
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE COLUMBIA MED CTR - EAST 39309 235 915-595-9000
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE CORONADO 184 126 805-665-3721
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE DENTON COMMUNITY HOSPITAL 34377 104 817-898-7000
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE DENTON REGIONAL MED CTR 6251 195 817-566-4000
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE DETAR 64 308 512-575-7441
- -----------------------------------------------------------------------------------------------------
</TABLE>
PAGE 5
<PAGE>
<TABLE>
<CAPTION>
<C> <C> <S>
============================================
06-Apr-95 COLUMBIA / HCA LEGEND
11:47 AM MEMBERSHIP LISTING - Acute - Acute Care/Med Surg facilities
- Alt Site - Alternate Site facilities
Sorted Alphabetical by State - Affl - Affiliated facilities
- Psy - Psychiatric facilities
===========================================
</TABLE>
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY ADDRESS CITY ZIP FACILITY BED MAIN
# CNT PHONE #
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HTI TX ACUTE DOCTORS-CONROE 3205 WEST DAVIS CONROE 77304 437 135 409-756-0631
COLHCA TX ACUTE DOCTORS REGIONAL MED CTR 3315 SOUTH ALAMEDA CORPUS CRISTI 78411 34331 271 512-857-1400
HTI TX ACUTE DOCTORS HOSP.-LAREDO 500 EAST MANN ROAD LAREDO 76041 6222 96 210-723-1131
HTI TX ACUTE EL CAMPO 300 SANDY CORNER ROAD EL CAMPO 77437 6011 41 409-532-2500
HTI TX ACUTE FORT BEND COMM HOSP. 3800 F. M. 1092 AT HIGHWAY 6 MISSOURI CITY 77459 6228 80 713-499-4800
HTI TX ACUTE GILMER 712 NORTH WOOD GILMER 75644 6012 46 908-758-1818
HTI TX ACUTE GULF COAST MEDICAL CENTER 1400 HWY. 59 BYPASS WHARTON 77488 536 161 409-532-2500
HTI TX ACUTE KATY MEDICAL CENTER 5602 MEDICAL CENTER DRIVE KATY 77494 6229 100 713-392-1111
COLHCA TX ACUTE LEWISVILLE MED CTR HOSPITAL 500 WEST MAIN STREET LEWISVILLE 75067 34372 146 214-420-1000
HTI TX ACUTE LONGVIEW REGIONAL 2901 N 4TH STREET LONGVIEW 75601
-1903 152 100 905-758-1818
HTI TX ACUTE MAINLAND CENTER HOSPITAL 6801 E.F. LOWRY EXPRESSWAY TEXAS CITY 77591 6220 320 409-938-5000
COLHCA TX ACUTE MEDICAL CENTER HOSPITAL 8081 GREENBRIAR STREET HOUSTON 77064
-1807 34332 281 713-790-8100
COLHCA TX ACUTE MEDICAL CITY DALLAS HOSPITAL 7777 FOREST LANE DALLAS 75230 34325 555 214-661-7000
COLHCA TX ACUTE MEDICAL CENTER PLANO 3901 WEST 15TH STREET PLANO 75075
-7738 34310 267 214-598-6800
HTI TX ACUTE MEDICAL ARTS HOSPITAL - DALLAS 6161 HARRY HINES BLVD. DALLAS 75235 6233 71 214-688-1111
HTI TX ACUTE MEDICAL ARTS HOSPITAL - TEXARK 2501 COLLEGE DRIVE TEXARKANA 75501 6245 110 905-798-5100
HTI TX ACUTE MEDICAL CENTER HOSPITAL 3205 WEST DAVIS CONROE 77304 6437 182 409-539-1111
HTI TX ACUTE MEDICAL PLAZA HOSPITAL 1111 GALLAGHER ROAD SHERMAN 75090 6234 176 905-870-7000
COLHCA TX ACUTE METROPOLITAN HOSPITAL 1310 McCULLOUGH AVENUE SAN ANTONIO 76212 34392 273 210-271-2200
HTI TX ACUTE MIDWAY PARK MEDICAL CTR. 2600 W. PLEASANT RUN ROAD LANCASTER 75146 475 90 214-223-9600
COLHCA TX ACUTE NAVARRO REGIONAL HOSPITAL 3201 WEST HIGHWAY 22 CORSICANA 75110
-2441 34324 185 905-872-4861
COLHCA TX ACUTE NORTH HILLS HOSPITAL 4401 BOOTH CALLOWAY ROAD NORTH RICHLAND 76180
HILLS -7399 34329 152 817-284-1431
HTI TX ACUTE NORTH TEXAS MEDICAL CENTER 1801 NORTH GRAVES STREET MCKINNEY 75069 6217 168 214-548-3000
HTI TX ACUTE NORTHEAST COMMUNITY 1301 AIRPORT FREEWAY BEDFORD 76021 452 200 817-283-6700
HTI TX ACUTE PARKVIEW HOSPITAL 7407 N FREEWAY HOUSTON 77076 76 713-697-2631
HTI TX ACUTE PARKWAY HOSPITAL 233 W PARKER ROAD HOUSTON 77076 6236 180 713-697-2631
COLHCA TX ACUTE PLAZA MED CTR - EAST 1401 SOUTH MAIN STREET FORT WORTH 76104 39359 475 817-347-4700
COLHCA TX ACUTE PLAZA MED CTR - WEST 900 EIGHTH AVENUE FORT WORTH 76104
-3986 34318 338 817-336-2100
COLHCA TX ACUTE RIO GRANDE REG HOSPITAL 101 EAST RIDGE RD.,
P.O. BOX 4677 McALLEN 76503 34321 220 210-632-6000
HTI TX ACUTE RIVERSIDE HOSPITAL 13725 FARM ROAD 624
SUITE 101 CORPUS CRISTI 76410 6238 89 512-767-4300
COLHCA TX ACUTE ROSEWOOD MED CTR 9200 WESTHEIMER ROAD HOUSTON 77063 39319 235 713-780-7900
HTI TX ACUTE ROUND ROCK COMM HOSP. 2400 ROUND ROCK AVENUE ROUND ROCK 78681 6240 75 512-255-6066
COLHCA TX ACUTE SAN ANTONIO REG HOSPITAL 8026 FLOYD CURL DRIVE SAN ANTONIO 78229 34335 416 210-692-8110
COLHCA TX ACUTE SILSEE DOCTORS HOSPITAL HWY 418 WEST, P.O. BOX 1206 SILSBEE 77656 39321 69 409-385-5531
COLHCA TX ACUTE SOUTH AUSTIN MED CTR 901 W. BEN WHITE BLVD,
P.O. BOX 18506 AUSTIN 78704 34320 164 512-447-2211
COLHCA TX ACUTE South Texas Ambulatory 9150 Huebner Road, SAN ANTONIO 78240
Surgery Hospital Suite 100 -1546 210/561-7250
COLHCA TX ACUTE SOUTHWEST TEXAS METHODIST 7700 FLOYD CURL DRIVE SAN ANTONIO 78229
HOSP. -3993 39385 573 210-692-4000
COLHCA TX ACUTE SPRING BRANCH MED CTR 8850 LONG POINT RD., HOUSTON 77255
P.O. BOX 55227 -5227 34357 540 713-467-6555
COLHCA TX ACUTE SPRING GRANCH MED CTR 1501 PECH ROAD HOUSTON 77065
HTI TX ACUTE SUNBELT REGIONAL 13111 EAST FREEWAY HOUSTON 77015 460 177 713-455-6911
COLHCA TX ACUTE Surgion Specialty Hospital 7401 SOUTH MAIN 76404
CORPUS CRISTI -2207 512/882-3204
HTI TX ACUTE TERRELL COMMUNITY HOSPITAL 1551 HIGHWAY 34 SOUTH TERRELL 75160 6243 73 214-551-6895
COLHCA TX ACUTE TOPS Surgical Specialty 17080 Red Oak Drive, 77273
Hospital P.O. Box 73409 HOUSTON -3400 713/444-0065
HTI TX ACUTE VALLEY REGIONAL MEDICAL CTR. 1 TED HUNT BLVD. BROWNSVILLE 78521 187 92 210-831-9611
</TABLE>
PAGE 6
<PAGE>
EXHIBIT D
----------
TERMS AND PROVISIONS
--------------------
1. PRICING & BILLING:
------------------
Seller represents that the prices charged for the products purchased
hereunder, net of all discounts, do not exceed Seller's net prices for
the particular products at the time and place purchased, by the same
methods of delivery, sold as those products or conveyed to the same
class of purchasers at the same volume, Seller shall promptly calculate
the charges incurred by Buyer hereunder and render a written invoice to
Buyer containing an itemized statement of all such charges.
2. INDEMNITY:
----------
Seller agrees to and does hereby indemnify and hold Buyer, their
successors, assigns, directors, officers, agents, and employees harmless
from and against any and all liabilities, demands, claims, suits,
losses, damages, causes of action, fines, amounts paid in settlement or
judgments including costs, reasonable attorney's fees and witnesses'
fees and expenses incident thereto, which may be suffered by reason of
any loss, damage or injury arising out of defective articles furnished
by Seller pursuant to this agreement or any negligent acts or omissions
of Seller's employees, occurring on Buyer's premise in providing
services directly to Buyer, unless the loss, damage or injury was caused
by reason of Buyer's negligence or fault. If said loss, damage, death or
injury ("Damages") is caused by the negligence of both Buyer and Seller,
the apportionment of said Damages shall be shared by the parties based
upon the comparative degree of each party's negligence and each party
shall be responsible for its own defense and its own costs including but
not limited to the cost of defense, reasonable attorney's fees and
witnesses' fees and expenses incident thereto. In the event that any
demand or claim is made or suit is commenced against Buyer arising out
of or in connection with defective products furnished by Seller pursuant
to this agreement, Buyer shall provide written notice to Seller and
Buyer shall cooperate with Seller in the defense of the demand, claim or
suit to whatever reasonable extent Seller requires, and Seller shall
have the right to compromise such claim to the extent of its own
interest and shall undertake the defense of any such suit.
3. QUALITY:
--------
The quality of the products purchased hereunder shall conform at all
times to grading standards recognized by Seller's industry at the time
of the shipment to Buyer and as represented to Buyer and Seller.
4. INSPECTION:
-----------
All materials or articles will be subject to final inspection and
approval upon receipt of Buyer. Any articles which do not comply with
Buyer's order or which contain defective materials or workmanship may be
rejected by the Buyer irrespective of date of payment therefor. Buyer
may hold any product rejected for reasons described hereunder pending
Seller's instructions, or Buyer may return them to Seller at Seller's
expense.
5. WARRANTY:
---------
Seller warrants that the products to be supplied under this agreement
are fit and sufficient for the purpose intended; that they are
merchantable, of good quality and free from defects, whether patent or
latent, in materials or workmanship; and that products sold to Buyer
hereunder conform to or exceed the higher of grading standards
recognized by Seller's industry. Seller further warrants that it has
good title to the products supplied and that the products are free and
clear from all liens and encumbrances. Such warranties, together with
any other warranty set forth in Seller's advertising literature, and
service warranties and guarantees, shall run to Buyer, its successors
and assigns.
<PAGE>
6. ASSIGNMENT:
-----------
Neither party shall assign this agreement in whole or in part without
the prior written consent of the other party; provided, however, that
either party may assign this agreement and its rights and obligations
to any successor corporation resulting from a merger or a consolidation
of such party. Subject to the foregoing, all terms, conditions,
covenants and agreements contained herein shall inure to the benefit of,
and be binding upon, any such successor and any permitted assignees of
the respective parties hereto. It is further understood and agreed that
consent by either party to such assignment in one instance shall not
constitute consent by the party or any other assignment.
7. INTERPRETATION & EFFECT:
------------------------
This agreement terminates and supersedes any existing agreement
pertaining to the same subject matter between the parties hereto. This
agreement, as executed and approved, shall not be modified unless in
writing, expressly stating its intent to modify the terms of this
agreement and signed by the parties hereto.
8. PARTIAL INVALIDITY:
-------------------
In the event that any provision of this agreement should for any reason
be held invalid, unenforceable or contrary to public policy, the
remainder of the agreement shall remain in full force and effect
notwithstanding.
9. ELIGIBLE ENTITIES:
------------------
Buyer shall update the list of eligible entities attached as Exhibit C
as appropriate, and upon receipt of notice of change, all eligible
entitles listed in Exhibit C shall be entitled to the terms of this
Agreement. For the purpose of this Agreement, "Eligible Entities" may
include certain non-affiliated third parties that the parties have
agreed shall be included on Exhibit C.
10. OPEN RECORDS:
-------------
If applicable to the subject matter of this agreement, and pursuant to
the requirement of 42 CFR 420.300 et.seq., Seller hereby agrees to make
available to the Secretary of Health and Human Services (HHS), the
Comptroller of the General Accounting Office (GAO), or their authorized
representatives, all contracts, books, documents and records relating to
the nature and extent of costs hereunder for a period of four (4) years
after the furnishing of services hereunder. In addition, Seller hereby
agrees, if any services are to be provided by subcontract, to require by
contract that such subcontractor make available to the HHS and GAO, or
their authorized representative, all contracts, books, documents and
records relating to the nature and costs thereunder for a period of four
(4) years after the furnishing of services thereunder.
11. AFFIRMATIVE ACTION:
-------------------
Unless this agreement is exempted by the rules and regulations of the
Secretary of Labor issued pursuant to Section 204 of Executive Order
11248, there is incorporated herein by reference paragraphs 1 through 7
of the contract clause set forth in sections 202 of Executive Order
11246.
Unless this agreement is exempted by rules and regulations of the
Secretary of Labor issued pursuant to Title 41 chapter 60 part 60-260 of
the Code of Federal Regulations, the affirmative action clause relating
to an affirmative action for veterans contained in 60-260.4(a)-(m) is
incorporated by reference.
<PAGE>
12. INSURANCE:
---------
During the term of this agreement, Seller shall maintain at its own
expense commercial liability insurance for bodily injury, death and/or
property damage (including coverage's for product liability, completed
operations, contractual liability and personal injury liability)
covering Seller for damages arising out of any negligent or otherwise
wrongful acts or omissions by Seller or any employee or agent of Seller.
All policies of insurance shall provide for coverage on an occurrence
basis in the minimum amount of one million dollars ($1,000,000) per
occurrence with an annual aggregate of two million dollars ($2,000,000).
Upon request, Seller shall provide Buyer with a copy of all such
policies of documents, satisfactory to Buyer, evidencing Seller's
insurance coverage. Seller is self insured to an extent which will
provide adequate protection to Buyer.
12A. RISK OF LOSS:
------------
Risk of Loss or damage to the items shall be borne by the Vendor until
the items have been delivered to an accepted by the Affiliated Facility.
ALL ITEMS SHALL BE SHIPPED F.O.B. AFFILIATED FACILITY via general ground
-----------------------------------------------------
transportation.
13. CONFIDENTIALITY:
---------------
During the term of this agreement and surviving its expiration or
termination, both parties will regard and preserve as confidential all
information related to the business of the other party and its clients
and patients that may be obtained from any source as the result of this
agreement. Neither party without first obtaining the other party prior
written consent, disclose to any person, firm or enterprise for use for
its benefit any information relating to the pricing, methods, processes,
financial data, lists, apparatus, statistics, programs, research,
development or related information of the other party concerning past,
present of future business activities or plans of the party and results
or terms of the provision of services performed by either party under
this agreement. Confidential information does not include: (a)
information that is in the public domain prior to the disclosure,
becomes part of the public domain through no wrongful act of a party (b)
information that was in lawful possession of the party prior to the
disclosure; (c) information that was independently developed by a party
outside the scope of this agreement. Neither party shall use the name of
the other in any advertising or publicity releases without securing the
prior written approval of the other.
14. IMMIGRATION REFORM & CONTROL ACT:
--------------------------------
Seller shall to the extent applicable, comply with the provisions of the
Immigration Reform and Control Act of 1986.
15. DISCLOSURE:
----------
Seller agrees to comply at all times with the regulations issued by the
Department of Health and Human Services, published at 42 CFR 1001, and
which relate to Seller's obligation to report and disclose discounts,
rebates and other reductions to Buyer for products purchased by Buyer
under this Agreement.
16. ARBITRATION:
-----------
In the event of a dispute between the parties arising out of the
interpretation of, or performance under this agreement, such a dispute
shall be submitted to binding arbitration under the rules and
regulations of the American Arbitration Association. The parties to this
agreement agree to be bound by the decision of the arbitrator and accept
any decision as a final determination of the matter in dispute. The
parties agree to divide the cost arbitration equally. Each party shall,
however, be responsible for its own attorney's fees.
<PAGE>
17. PUBLICITY:
----------
Any announcement of this Agreement outside of a party's own employees, must
be approved by each party in writing.
18. TITLE:
------
Title to the items ordered shall pass to the Affiliated Facility only after
the items have been delivered to and accepted by the Affiliated Facility.
19. ADDITIONAL TERMS-PURCHASE ORDER:
--------------------------------
The Purchaser's purchase order as of June 1, 1995 and all of the terms and
conditions thereof are incorporated herein. Any conflicting terms or
conditions in any invoice of documents supplied by Vendor are expressly
rejected and shall not be included in any contract with Purchaser. The
terms set forth herein and in the Purchase Order shall apply to each order
by an Affiliated Facility, whether or not such order is communicated using
Purchaser's standard purchase order form.
20. STATE SALES OR USE TAXES:
-------------------------
Buyer is required to collect and remit the State wherein the Affiliated
-----
Facility is located all proper sales and use taxes imposed by that State.
Each invoice to the Affiliated Facility shall clearly reflect such tax.
Seller shall be required to furnish Buyer a copy of its registration
------
certificate and number within each state prior to collecting such sales or
use tax.
21. PERSONAL INDUCEMENTS:
---------------------
No personal cash, merchandise, equipment or other items of intrinsic value
shall be offered by or on behalf of any particular vendor to any Affiliated
Facility and/or its employee or officers as an inducement to purchase from
that vendor.
22. REPORTS:
--------
Seller shall be required to furnish semi-annual volume reports to
------
Columbia/HCA Corporate Office concerning the purchase of each affiliated
hospital, totaled for a six (6) month period.
23. WITHDRAWAL:
-----------
Any contract arising as a result of this proposal may be terminated by
either party for any reason, upon sixty (60) days written advance notice to
the other party.
24. CONTROLLING LAW:
----------------
This proposal, any contract entered into as a result of this proposal and
the performance of the parties hereunder shall be controlled and governed
by the laws of the State of Tennessee.
<PAGE>
August 31, 1995
Columbia/HCA Healthcare Corporation
Attn: Mike Grannan [LETTERHEAD OF DEPUY]
Senior Manager - Contracts
One Park Plaza
Nashville, TN 37202-0550
SOFT GOOD CONTRACT
Dear Mike:
Enclosed is our signed copy of the above contract. Note I have included the Soft
Good Price List which we originally agreed upon. Since this List was created, we
have eliminated some discontinued products and are communicating these to Susan
Fair.
Mike, as you know, we have agreed to absorb the distribution margin for selected
accounts. However, Owens & Minor has instituted their new policy dictating an
additional 2% early payment deduction. The cost for Columbia's J.I.T. program
now becomes 7%, which is beyond our ability to absorb. Having discussed this
with Jim Olsen, I would like to include the following addendum to this contract:
1. PRODUCTS AND PRICE
Products described in the attached Exhibit A will be provided on a
direct basis. F.O.B. affiliated facility, with no freight minimums.
Furthermore, DePuy agrees to participate in Columbia/HCA's Consolidated
Service Center Markets and approved J.I.T. facilities during a one (1)
year evaluation period. DePuy will only absorb the 5% distribution
margin incurred by Columbia/HCA. The J.I.T. Facilities and CSC Markets
follow:
J.I.T. FACILITIES CONSOLIDATED SERVICE CENTERS
----------------- ----------------------------
Medical City Dallas Denver Division
Jacksonville Memorial Jacksonville El Paso Division
Cedars Hospital Miami Richmond Division (Jan 96)
La Grange Hospital Chicago
Bishop Clarkson Omaha
Mike, we will begin shipping tomorrow direct to your facilities. [LOGO OF DEPUY]
Jim mentioned that Columbia/HCA is still working with Owens &
Minor to get them to change this policy that takes affect on
October 1, 1995. Should this not happen, we will plan on
continuing to ship direct to your facilities.
Sincerely,
/S/ William P. Mollhargey
William P. Mollhargey
Director, Sales & Contract Services
CC: Jim Olsen
Kathy Spears
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
Exhibit 10.19
Pages or exhibits where confidential treatment has been requested are
stamped "Confidential portions omitted and filed separately with the
Commission." The appropriate section has been marked at the appropriate place
with an "*".
COLUMBIA/HCA HEALTHCARE CORPORATION
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT ("Agreement") made and entered into this 15th
day of June, 1995 by and between COLUMBIA/HCA HEALTHCARE CORPORATION, a Delaware
corporation, having its principal place of business at One Park Plaza,
Nashville, TN 37203 (hereinafter called "Columbia/HCA"), and DePuy, Inc. having
its or his principal place of business at 700 Orthopaedic Drive, Warsaw, IN
46581 (hereinafter called "Seller").
WITNESSETH:
Upon receipt of an executed Order to Purchase (in form attached as
Exhibit B hereto), Seller agrees to sell and deliver to Buyer and Buyer agrees
to purchase from Seller, the following described products at the prices set
forth herein, subject to and in accordance with the terms and conditions,
covenants and agreements of the Standard Terms and Provisions attached hereto as
Exhibit D and incorporated herein by reference and the Endorsements, if any,
attached hereto and expressly made a part hereof at the time of execution of
this Agreement, and subject to the terms regarding quantity contained in such
Order to Purchase. As used in this Agreement, the term "Buyer" shall include
Columbia/HCA Healthcare Corporation and the owned, managed and/or controlled
entities which are listed in Exhibit C.
1. PRODUCTS AND PRICE
Products and Pricing: More specifically described in the
attached
Exhibit A. Pricing firm until June 14, 1997.
F.O.B.: Affiliated Facility. No Freight Minimums.
Payment Terms: Net/30
<PAGE>
2. TERM
The term of this Agreement shall be for a period commencing on the 15th day
of June, 1995 and expiring on the 14th day of June, 1998. Terms and
conditions for this Agreement are firm for this period, unless otherwise
specifically provided herein.
3. ENDORSEMENTS
Attached hereto and incorporated herein are Endorsements numbered
-None-
4. CANCELLATION
Either party to this Agreement may cancel with or without cause with sixty
(60) days prior written notice to the other party.
IN WITNESS WHEREOF, the parties hereto have set their hands to this
Agreement the day and date first above written.
"Columbia/HCA"
WITNESS: COLUMBIA/HCA HEALTHCARE CORPORATION
By: /s/ James P. Olsen
- ---------------------------- ---------------------------------
Name: James P. Olsen
----------------------------------
Title: V.P. Materials Management Systems
----------------------------------
Date: 6/5/95
-----------------------------------
"Seller"
WITNESS COMPANY'S NAMES: DePuy Inc.
------------------------
By: /s/ William P. McIlhargey
- ---------------------------- -------------------------------------
Name: William P. McILhargey
-----------------------------------
Title: Director, Sales & Contract Services
------------------------------------
Date: June 2, 1995
-------------------------------------
<PAGE>
EXHIBIT A
---------
PRODUCTS AND PRICING
<PAGE>
COLUMBIA/HCA
HEALTHCARE
CORPORATION
FRACTURE MANAGEMENT
PRICE LIST
AGREEMENT EFFECTIVE: JUNE 1, 1995--MAY 31, 1998
ENCLOSED PRICING VALID: JUNE 1, 1995--MAY 31, 1997
[LOGO OF ACE MEDICAL COMPANY APPEARS HERE]
<PAGE>
ACE MEDICAL COMPANY COLUMBIA/HCA
FRACTURE MANAGEMENT
LETTER OF COMMITMENT
The undersigned Hospital, a participating COLUMBIA/HCA HEALTHCARE CORPORATION
facility hereby agrees to commit and obtain a * % compliance level of the total
contracted fracture management dollar potential.
CONTRACT PARTICIPATION
* % COMPLIANCE LEVEL EQUALS $ ________________
Pricing will become effective upon receipt of this signed in the ACE office.
The hospital and ACE Medical Company will conduct quarterly reviews of this
program. Failure to obtain the specified compliance level will result in the
loss of those pricing advantages provided in the pricing section of this
contract.
This form supersedes any and all previously declared group purchasing
memberships as well as any and all individual facility agreements with ACE
Medical Company.
Name of Facility _______________________________________________________________
(Please Print or Type)
City ___________________________________ State _____________ Zip _______________
Name ________________________________________________ Title ____________________
Signature ___________________________________________ Date _____________________
Local ACE Medical Company Distributor Signature ________________________________
PLEASE MAIL OR FAX TO:
DIRECTOR, CONTRACT SERVICES
ACE MEDICAL COMPANY
2260 E. EL SEGUNDO BLVD.
FAX: 310/615-0092
QUESTIONS, CALL TOLL FREE:
800/421-2871
THANK YOU! WE APPRECIATE YOUR SUPPORT.
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
ORDERING INFORMATION/RETURN GOODS POLICY
Orders may be placed by:
.Contracting your local representative (24-hour coverage)
.Calling the Main Office at (800) 421-2871
.Using FAX Number (310) 615-0092
.Mailing orders to: Ace Medical Company
2260 E. EL Segundo Blvd.
EL Segundo, CA 90245
TERMS
Net 30 Days
REMITTANCE ADDRESS
Ace Medical
P.O Box 54630
Los Angeles, CA 90045-0630
FREIGHT
All products contained in this price list are F.O.B. destination for U.P.S.
Ground. Parcel Post and Regular Motor Freight. Special handling (i.e. Federal
Express, U.P.S. Blue,etc.) will be prepaid and added to the invoice.
RETURN GOODS POLICY
If you find it necessary to return product, for whatever reason, please
contact your local representative for instructions or call Customer Service toll
free at (800) 421-2871, or use the FAX number (310) 615-0092. All returns are
subject to the following:
1. To expedite the return process, please contact your local sales
representative or Customer Service.
2. When returning items, please include the date of purchase and invoice
number on the packing list, and provide a written reason for the return.
Your local representative or Customer Service will authorize the return by
issuing a Returned Merchandise Authorization (RMA) number. The RMA number
must appear on the outside of the package(s) in which the merchandise is
returned.
3. A minimum 15%. Up to a maximum of $100, handling charge may be assessed for
all contracted items returned. Sterile packaged items may be returned for
credit only if returned in the original unopened package.
4. Special or altered items cannot be returned for credit
5. Product can only be returned for credit within 90 days of the invoice date.
6. Please notify your local representative or Customer Service to receive
credit for products which have either not been received or are damaged upon
receipt within 30 days of the invoice date.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
A10 Ball Joint EA
A11 Ball Joint w; Rod EA
A11083 Dual Purpose Wrench/Inserter EA
A11515 Pin Inserter EA
A11523 Drill Bit for 3mm Pins EA
A11524 Metal Sleeves for A4765 EA
A11525 Sheath and Trochar EA
A12 Reversed Ball Joint EA
A13 Articulation 8/8mm EA
A14 Articulation 8/5mm EA
A15 Long Compress/Distraction Bar EA
A16 Compression/Distraction Bar EA
A18/150 Aluminum - Connecting Rod (150mm) EA
A18/200 Aluminum - Connecting Rod (200mm) EA
A18/250 Aluminum - Connecting Rod (250mm) EA
A18/300 Aluminum - Connecting Rod (300mm) EA
A18/350 Aluminum - Connecting Rod (350mm) EA
A18/400 Aluminum - Connecting Rod (400mm) EA
A20 10-Hole Ball Joint EA
A4765 Guide for "C" series w/2 Sleeves EA
AA13 Karpman Split Articulation EA * *
AC-11514 10mm Wrench EA
AC10 Ball Joint EA
AC11 Ball Joint w/Rod EA
AC11088 Colles Frame w/o Pin Holders EA
AC11089 Ring Segment w/Rods EA
AC11091 Ring Segment w/Nuts EA
AC11094 Pin Holder EA
AC11095 Complete Colles Frame Assy. EA
AC13 Articulation EA
AC16 Adjustable Connecting Rod EA
AC3/100 Adjustable - Connecting Rod (100mm) EA
AC3/150 Adjustable - Connecting Rod (150mm) EA
AC3/200 Adjustable - Connecting Rod (200mm) EA
AC3/250 Adjustable - Connecting Rod (250mm) EA
AC3/300 Adjustable - Connecting Rod (300mm) EA
BS150.50 Self-Drilling/Self-Tapping
4mm Half Pin - 150mm Len., 50mm Th. EA
BS180.50 Self-Drilling/Self-Tapping
4mm Half Pin - 180mm Len., 50mm Th. EA
FA-10000-1 Short Connecting Rod - Aluminum EA
FA-10000-2 Medium Connecting Rod - Aluminum EA
FA-10000-3 Long Connecting Rod - Aluminum EA
FA-10027 Aluminum - 2/3 Ring, Small (6" dia.) EA
FA-10028 Aluminum - 1/3 Ring, Small (6" dia.) EA
FA-10029 Aluminum - 2/3 Ring, Medium (8" dia.) EA
- -----------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FA-10030 Aluminum - 1 3 Ring. Medium (8" dia.) EA
FA-10031 Aluminum - 2 3 Ring. Large (10" dia.) EA
FA-10032 Aluminum - 1 3 Ring. Large (10" dia.) EA
FA-10054-2 90 Pin Holder Adaptor EA
FA-10355 1 Pin Holder - Aluminum EA
FA-10360 2 Pin Holder - Aluminum EA
FA-10365 3 Pin Holder - Aluminum EA
FC1 Soft Tissue Support EA
FF-10000-1 Short Connecting Rod - Titanium EA
FF-10000-2 Medium Connecting Rod - Titanium EA
FF-10000-3 Long Connecting Rod - Titanium EA
FF-10023 Ring Connectors EA
FF-10027 Ti. - 2/3 Ring, Small (6" dia.) EA
FF-10028 Ti. - 1/3 Ring, Small (6" dia.) EA
FF-10029 Ti. - 2/3 Ring, Medium (8" dia.) EA
FF-10030 Ti. - 1/3 Ring, Medium (8" dia.) EA
FF-10031 Ti. - 2/3 Ring, Large (10" dia.) EA
FF-10032 Ti. - 1/3 Ring, Large (10" dia.) EA
FF-10150.10 150mm Len., 10mm Th., Ti
5mm Half Pin EA
FF-10155.15 155mm Len., 15mm Th., Ti
5mm Half Pin EA * *
FF-10160.20 160mm Len., 20mm Th., Ti
5mm Half Pin EA
FF-10165.25 165mm Len., 25mm Th., Ti
5mm Half Pin EA
FF-10170.30 170mm Len., 30mm Th., Ti
5mm Half Pin EA
FF-10175.35 175mm Len., 35mm Th., Ti
5mm Half Pin EA
FF-10180.40 180mm Len., 40mm Th., Ti
5mm Half Pin EA
FF-10185.45 185mm Len., 45mm Th., Ti
5mm Half Pin EA
FF-10190.50 190mm Len., 50mm Th., Ti
5mm Half Pin EA
FF-10200.60 200mm Len., 60mm Th., Ti
5mm Half Pin EA
FF-10210.70 210mm Len., 70mm Th., Ti
5mm Half Pin EA
FF-10220.80 220mm Len., 80mm Th., Ti
5mm Half Pin EA
FF-10355 1 Pin Holder - Titanium EA
FF-10360 2 Pin Holder - Titanium EA
FF-10365 3 Pin Holder - Titanium EA
FF-10502 Open End Wrench (10mm) EA
FF-10503 Drill Bit for 5mm Pins EA
FF-10504 Pin Inserter EA
- ----------------------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FF-10507 Socket Wrench (10mm) EA
FF-10511 Universal Joint Positioner EA
FF-10516 Depth Gauge EA
FF-10525 Sheath & Trochar EA
FF-10535 Chuck 5mm-Long EA
FF-10536 Chuck 5mm-Short
(Hoffman Type w/8mm Shank) EA
FF-10549 Connecting Rod Ruler EA
FF-10551 Tip Caps (5mm) EA
FF-10600 Foot Support Bar EA
FF-10605 Adaptor Rod (8mm to Ring) EA
FF-10606 Adaptor Rod 90 degrees (8mm to Ring) EA
FF-10610 Articulation EA
FF-10615 5mm Peg EA
FF-11250.40 250mm Len., 40mm Th., Ti
5mm Transfixing Pin EA
FF-11250.50 250mm Len., 50mm Th., Ti
5mm Transfixing Pin EA
FF-11300.60 300mm Len., 60mm Th., Ti
5mm Transfixing Pin EA
FF-11300.70 300mm Len., 70mm Th., Ti
5mm Transfixing Pin EA
FF10517 Tommy Bar (Not MRI compatible) EA
FS-10150.10 150mm Len., 10mm Th.,
SS 5mm Half Pin EA * *
FS-10155.15 155mm Len., 15mm Th.,
SS 5mm Half Pin EA
FS-10160.20 160mm Len., 20mm Th.,
SS 5mm Half Pin EA
FS-10165.25 165mm Len., 25mm Th.,
SS 5mm Half Pin EA
FS-10170.30 170mm Len., 30mm Th.,
SS 5mm Half Pin EA
FS-10175.35 175mm Len., 35mm Th.,
SS 5mm Half Pin EA
FS-10180.40 180mm Len., 40mm Th.,
SS 5mm Half Pin EA
FS-10185.45 185mm Len., 45mm Th.,
SS 5mm Half Pin EA
FS-10190.50 190mm Len., 50mm Th.,
SS 5mm Half Pin EA
FS-10200.60 200mm Len., 60mm Th.,
SS 5mm Half Pin EA
FS-10210.70 210mm Len., 70mm Th.,
SS 5mm Half Pin EA
FS-10220.80 220mm Len., 80mm Th.,
SS 5mm Half Pin EA
FS-11250.40 250mm Len., 40mm Th.,
SS 5mm Transfixing Pin EA
- --------------------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FS-11250.50 250mm Len., 50mm Th.,
SS 5mm Transfixing Pin EA
FS-11300.60 300mm Len., 60mm Th.,
SS 5mm Transfixing Pin EA
FS-11300.70 300mm Len., 70mm Th.,
SS 5mm Transfixing Pin EA
FT-1 Foot Support Pad EA
HJ560 Hershey Halo Jig EA
HJ560A Tong Adaptor for Hershey Halo Jig EA
PDG1 Guide & Stabilizing Sleeves EA
PDG4766 5mm Black Plastic Sleeves EA
S1 Guide EA
S110 Stop Clips EA
S2 Drill Brace EA
S25 Instrument Case w/Pin Tray EA
S250.50 Self-Drilling/Self-Tapping 4mm
Transfixing Pin/Continuous Th. -
250mm Len., 50mm Th. EA
S3 3mm Chuck EA
S3/85.15 SS - Pre-Drilled Half Pin -
Th. 3mm x 15mm EA
S3/90.20 SS - Pre-Drilled Half Pin -
Th. 3mm x 20mm EA * *
S3/95.25 SS - Pre-Drilled Half Pin -
Th. 3mm x 25mm EA
S4 4mm Chuck EA
S41 4mm Chuck Long EA
S5 T-Wrench EA
S51 Long T-Wrench EA
S9 Spanner Wrench EA
SC70.12 Self-Drilling/Self-Tapping Pin -
70mm Len., 12mm Th. EA
SC90.16 Self-Drilling/Self-Tapping Pin -
90mm Len., 16mm Th. EA
SCB120.21 Self-Drilling/Self-Tapping Pin -
Continuous Th. (21mm) EA
TC1 Tip Caps (4mm) EA
TC2 Tip Caps (3mm) EA
530 ACE Autoclavable Torque Screwdriver EA
545 Horizontal Bar EA
547 Upright w/Spade End EA
578 Open End 7/16" - 9/16" Combination
Wrench (Not MRI compatible) EA
586 Breakaway Bar EA
605 Deluxe Permanent Halo Bail w/Clips
(Replacement bolt is 621-4) EA
611 Titanium Lock Washer 5/8"
(for Tong Attachment to Halo Vest -
2 required) EA
- --------------------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
622 Titanium End Washer 1/4" EA
633 Universal Joint EA
711 Trippi-Wells Tong EA
773 Halo Adjuster EA
816 Universal Tong Thumbscrew (8 required) EA
820 Universal Tong with Outriggers (assembled) EA
900 Soft Tissue Retractor Body w/2 910-2 EA
920 Undercutting Curette EA
925 Vertebral Wedge EA
935 Gel Foam Packer EA
936 Marker Needle EA
947 Handle EA
960 Sterilization Case EA
965 Depth Gauge EA
970 Locking Bolt for 14045 EA
975 Vertebral Body Spreader EA
1001 4.8/6.5mm Step Drill EA
1002 5.3mm Twist Drill EA
1003 Hook Depth Gauge EA
1004 Replaced by 1005 EA
1005 Guide Pin Depth Gauge EA
1019 End Cap EA * *
1029 Template, Reamer EA
1044 Jig Adaptor EA
1077 Ball Nose Guide Wire (3.0mm x 38") EA
1095 Impactor Rod EA
1096 Hammer, Sliding (Impactor) EA
1097 Insertion Rod EA
1098 Extraction Rod EA
1124 Awl, Small EA
1125 Awl, Large EA
1127 Exchange Tube EA
1138 3.8mm Twist Drill 11" EA
1143 Interface Jig - Left EA
1144 Superior Bracket - Left EA
1146 Interface Jig - Right EA
1147 Superior Bracket - Right EA
1150 Replaced by 1420 EA
1175 Replaced by 1425 EA
1180 Replaced by 1255, 14316 EA
1182 Replaced by 1249 EA
1183 Replaced by 1249 EA
1184 Replaced by 1249 EA
1185 Replaced by 1186 EA
1186 3/4 in. Combo. Wrench EA
- --------------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portion omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1190 Freehand Distal Guide EA
1202 Freehand Distal Guide EA
1203 X-ray Template EA
1204 X-ray Template EA
1220 Replaced by 1442, 1443 EA
1221 Replaced by 1440, 1441 EA
1223 Nail Case EA
1225 Reduction Tool EA
1231 Locking Bolt EA
1232 Offset Impact Block EA
1234 Offset Impact Head EA
1245 Radiographic Ruler EA
1249 Flex Driver EA
1250 Hex Screwdriver EA
1253 5.3mm Drill EA
1254 4.5mm Screwdriver Shank EA
1255 6.5mm Screwdriver Shank EA
1260 Triple Sheath & Trochar (4.5) EA
1270 Guide Pin Depth Gauge (4.5) EA
1275 Replaced by 1289 EA
1280 Tubular Skin Protector EA * *
1285 3.8mm Cann. Reamer (4.5) EA
1289 Adjustable Hook Depth Gauge EA
1291 Guide Pin Grip EA
1311 Pin Lock with Set Screw EA
1314 90 degree Upright Bar EA
1331 CPR Handle EA
1332 Horizontal Bar EA
1333 Titanium Skull Pin 3" (set of 5 - 1375-3.0) EA
1335 Tong Serration Adaptor
(to adapt Tong to Mark IV Halo Vest - 2
required) EA
1360 Th.ed Clamp & Bracket Assembly EA
1361 Titanium Skull Pin 2 1/2"
(set of 5 - 1375-2.5) EA
1365 Trippi-Wells Pin Set
(set of 2 - 770 and 2 - 772) EA
1372 Single Use Wrench (MRI compatible) EA
1373 Trippi-Wells App. Kit - One Size Fits All
(Not for use on patients under 16) EA
1374 Univ. Tong App. Kit - One Size Fits All
(Not for use on patients under 16) EA
1377 Measuring Tape EA
1410 Sheath, Long EA
1411 Trochar, Long EA
1412 3.2mm Pin Guide, Long EA
1413 4.8/6.5mm Step Drill Guide, Long EA
- ---------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1415 Sheath EA
1416 Trochar EA
1417 5.3mm Drill Guide EA
1420 Sheath System/Long EA
(1410, 1411, 1412, 1413) EA
1425 Sheath System (1415, 1416, 1417) EA
1440 Insertion/Extraction Instrument Module EA
1441 Ancillary Instrument Module EA
1442 Antegrade and Distal Locking EA
Instrument Module EA
1443 Antegrade/Distal Screws and
End Cap Module EA
1444 Retrograde Instrument and Screw Module EA
1471 Anterior Mayfield Adaptor EA
1472 Posterior Mayfield Adaptor EA
1473 Mayfield Tong Adaptor EA
1492 Mark IV Application Instructions EA
1493 Mark III Application Instructions EA
1494 Tong Application Instructions EA
1495 Ring Application Instructions EA
1500 Screw/Instrument Case EA * *
1501 Instrument Case EA
1502 Nail Case EA
1505 End Cap EA
1520 Proximal Jig EA
1526 4.4mm x 10.25in. Calibrated Twist Drill EA
1530 Screw Guide, 5.5mm EA
1535 Drill Guide EA
1551 Jig Adaptor EA
1552 Extractor EA
1555 Slide Hammer EA
1559 Impactor Rod EA
1570 Depth Gauge EA
1720 Endcap, Flush EA
1721 Endcap, 1/2cm EA
1722 Endcap, 1 cm EA
1723 Endcap - flush, Midhole EA
1727 Sliding Hook Depth Gauge (4.5) EA
1731 2.9mm Calibrated Twist Drill EA
1735 Entry Reamer EA
1732 2.9mm Drill Guide EA
1746 4.5mm Countersink EA
1749 Hub Adaptor EA
1750 Hub Fastener EA
1751 Keyed Hub EA
1741 3.8 Calib. Twist Drill EA
- ---------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1742 3.6/4.9mm Calib. Step Drill EA
1758 Screw Sheath, 4.5mm Screw EA
1759 Trochar EA
1761 3.8mm Drill Guide EA
1763 4.9mm Drill Sleeve EA
1772 Distal Jig EA
1775 Combination Jig EA
1778 Locking Knob EA
1796 Hammer, Sliding (Impactor) EA
1780 Screw Module EA
1781 Humeral Nail Module - 7mm Nails EA
1782 Humeral Nail Module - 8mm Nails EA
1783 Humeral Nail Module - 9mm Nails EA
1784 Humeral Nail Module - Misc. Diameters EA
1785 Screw Insertion Instrument Module EA
1786 Nail Insertion Instrument Module EA
1794 X-ray Template EA
1801 Screw Targeting Jig EA
1804 Jig Adaptor EA
1805 Solid End Cap EA
1809 Awl, pointed EA
1819 X-ray Template EA * *
1820 Instrument Module EA
1821 Nail/End Cap Module EA
1822 Screw/Drill Module EA
2501 Microsurgery Saw EA
2502 Console EA
2503 Foot Control EA
2504 Cord Assembly EA
6000 ACE Pelvic Frame - Includes: 2 ea. 6004;
4 ea. 6009; 1 ea. 6001; 2ea FA10030.
Pins and instrumentation not included. EA
6001 Slatis Frame EA
6004 Johnston Frame Clamp EA
6009 Johnston Pin Holder EA
6030 8mm Rod, 300mm Len. EA
6045 8mm Rod, 450mm Len. EA
6081 Pelvic Stabilizer - Assembly EA
6072 Threaded pin Holder EA
6075-1.0 Disposable Pin - Assembly (1.0mm) EA
6075-1.5 Disposable Pin - Assembly (1.5mm) EA
10019 Locking Nuts EA
10095 Spherical Nut and Washer EA
10280 Pin/Wire Module EA
10281 Ring/Pin Holder Module EA
10282 Connecting Rod Module EA
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
10283 Miscellaneous Hardware Module EA
10410 Bending Tool EA
10419 PK/3 Olive Wire, 1.5mm
Nitrogen-Enhanced, Bayonet Point PK
10420 PK/3 Olive Wire, 1.8mm
Nitrogen-Enhanced, Bayonet Point PK
10466 Wire, 1.5mm
Nitrogen-Enhanced, Bayonet Point EA
10469 Wire, 1.8mm
Nitrogen-Enhanced, Bayonet Point EA
10470 Gap Gauge Assembly EA
10480 Distraction Assembly w/Bolt, Calibrating EA
10485 Anchor Assembly w/Bolt, Calibrating EA
10490 Wire Tension Assembly, Calibrating
(Includes: 1 ea. 10480;
1 ea 10485; 1 ea. 10469) EA
10492 2.5mm Spacer w/Bolt EA
10495 5.0mm Spacer w/Bolt EA
10735 Olive Wire Distractor w/ Allen Wrench
(Includes: 1 ea. 10725; 1 ea. 10406) EA
10740 Universal Joint EA
10800 ACE Unifix Bar (10") EA
10801 ACE Unifix Pin Holder EA * *
10814 ACE Unifix Bar (14") EA
11037 10mm Jam Nut EA
14000 4 Hole Side Plate EA
14008 T-Wrench Inserter EA
14011 Extractor Lock EA
14015 Cann. Calibrated Tap EA
14016 Nonadjustable Step Drill EA
14017 Nut for Cortical Bone Screw EA
14020 Hex Screwdriver EA
14027 2 Hole Side Plate EA
14029 6 Hole Side Plate EA
14030 8 Hole Side Plate EA
14031 10 Hole Side Plate EA
14032 14 Hole Side Plate EA
14034 12 Hole Side Plate EA
14037 Impactor EA
14040 Neutral Drill Bit Positioner EA
14043 3.8mm Twist Drill EA
14045 Hook Depth Gauge EA
14052 Guide Pin Jig EA
14055 Compression Drill Positioner EA
14056 Cann. Adjustable Step Drill EA
14064 Component/Instrument Case (non modular) EA
14082 Dye Injector EA
- ---------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14090 Adjustable Guide Pin Jig EA
14097 6.5 Flat Washer EA
14107 Nut Wrench EA
14112 Replaced by 14627 EA
14115 Guide Pin Depth Gauge EA
14126 Buttress Plate EA
14130 Cortical Trephine EA
14140 Cann. Trephine Set (includes:
1 ea. 14140-1; 1 ea. 14140-2;
1 ea. 14140-3) EA
14142 Guide Pin Gauge EA
14145 PK/6 300mm Len. - Cerclage
Wire, Ti. 1.0mm Dia. (18 Gauge) PK
14146 PK/6 700mm Len, - Cerclage
Wire, Ti. 1.0mm Dia. (18 Gauge) PK
14160 T-Handle Inserter (Includes:
1 ea. 14161; ea 14162) EA
14161 T-Handle Inserter EA
14162 Extractor EA
14170 Power Driver EA
14175 Sterilization Case EA
14191 8.0 Flat Washer EA
14232 K-Wire Depth Gauge EA
14234 Trochar Sheath Sleeve EA * *
14235 Outer Sheath EA
14260 Flat Washer EA
14261 Countersink Washer EA
14300 3.5/4.0mm System Sterilization
Case (non modular)* EA
14315 Power Adaptor EA
14316 T-Handle EA
14317 Pear Handle EA
14320 Bending Iron EA
14321 Reduction Forceps EA
14322 Bone Holding Forceps EA
14324 Bending Pliers EA
14350 Drill and K-Wire Guide EA
14356 4.5mm Compression Drill Guide EA
14359 4.0mm Solid Screw Tray(non
modular)* EA
14364 3.5mm Screw Holder Sleeve EA
14365 K-Wire Depth Gauge EA
14366 4.0mm Solid Canc. Screw Case
(non modular)* EA
14390 3.5mm Universal Bending Plier* EA
14392 3.5mm Universal Bending Iron EA
14393 3.5mm Jaw for 14390* EA
14413 2.9mm Drill Guide EA
14416 Hook Depth Gauge, 120mm Len. EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14420 2.6mm Twist Drill EA
14421 2.6mm Cann. Drill EA
14428 Easy Out Extractor EA
14430 3.6mm Twist Drill EA
14431 3.6mm Cann. Drill EA
14435 Sliding Hook Depth Gauge (3.5) EA
14440 Cortical Tap EA
14445 Canc. Tap EA
14450 Triple Sheath and Trochar EA
14455 2.6mm Overdrill Drill Guide EA
14460 Flat Washer EA
14461 Cup Washer EA
14465 Power Driver EA
14467 3.5mm Solid Hex Screwdriver EA
14468 3.5mm Solid Power Driver EA
14470 2.6mm Drill Guide EA
14475 3.6mm Drill Guide EA
14480 Countersink EA
14485 Hex Screwdriver EA
14490 K-Wire Guide EA
14600 Sterilization Case (10 x 10 x 2.5) EA * *
14601 Sterilization Case (10 x 10 x 2.5) EA
14602 Sterilization Case (10 x 10 x 5) EA
14603 Sterilization Case (10 x 20 x 5) EA
14604 4.5/5.0mm Instrument Module EA
14605 6.5/8.0mm Instrument Module EA
14606 4.5/5.0mm Plate Instrument Module EA
14607 4.5/5.0mm Reconstruction Plate Module EA
14608 4.5/5.0mm Cann. Screw Module EA
14609 6.5mm Cann. Canc. Screw Module EA
14611 Tool Tray EA
14613 4.5mm Solid Screw Module EA
14614 6.5/8/0mm Screw Module EA
14615 Screwdriver Shank EA
14616 6.5mm Screwdriver Shank EA
14618 Countersink EA
14620 Easy Out EA
14621 3.8mm Solid Twist Drill EA
14622 3.8mm Cann. Drill EA
14623 4.5mm Cortical Tap EA
14624 5.0mm Canc. Tap EA
14625 4.8mm Solid Twist Drill EA
14626 4.8mm Cann. Drill EA
14627 6.5mm Canc. Tap EA
14628 6.5mm Countersink EA
14629 5.0mm Cann. Drill EA
- ---------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14634 8.0 Cann. Canc. Tap EA
14649 Instrument rack to fit in tool tray EA
14650 3.5mm Universal Ribbon Module EA
14663 Solid Screwdriver, 3.5mm EA
14664 Round Handle EA
14710 3.5/4.0mm Solid Screw Module EA
10016-1 Bolt for FA-10054-2 EA
1009-30 30cm Len.-9mm Femoral Nail EA
1009-32 32cm Len.-9mm Femoral Nail EA
1009-34 34cm Len.-9mm Femoral Nail EA
1009-36 36cm Len.-9mm Femoral Nail EA
1009-38 38cm Len.-9mm Femoral Nail EA
1009-40 40cm Len.-9mm Femoral Nail EA
1009-42 42cm Len.-9mm Femoral Nail EA
1009-44 44cm Len.-9mm Femoral Nail EA
1009-46 46cm Len.-9mm Femoral Nail EA
1009-48 48cm Len.-9mm Femoral Nail EA
1009-50 50cm Len.-9mm Femoral Nail EA
1010-30 30cm Len.-10mm Femoral Nail EA
1010-32 32cm Len.-10mm Femoral Nail EA
1010-34 34cm Len.-10mm Femoral Nail EA
1010-36 36cm Len.-10mm Femoral Nail EA
1010-38 38cm Len.-10mm Femoral Nail EA
1010-40 40cm Len.-10mm Femoral Nail EA * *
1010-42 42cm Len.-10mm Femoral Nail EA
1010-44 44cm Len.-10mm Femoral Nail EA
1010-46 46cm Len.-10mm Femoral Nail EA
1010-48 48cm Len.-10mm Femoral Nail EA
1010-50 50cm Len.-10mm Femoral Nail EA
1011-32 32cm Len.-11mm Femoral Nail EA
1011-34 34cm Len.-11mm Femoral Nail EA
1011-36 36cm Len.-11mm Femoral Nail EA
1011-38 38cm Len.-11mm Femoral Nail EA
1011-40 40cm Len.-11mm Femoral Nail EA
1011-42 42cm Len.-11mm Femoral Nail EA
1011-44 44cm Len.-11mm Femoral Nail EA
1011-46 46cm Len.-11mm Femoral Nail EA
1011-48 48cm Len.-11mm Femoral Nail EA
1011-50 50cm Len.-11mm Femoral Nail EA
1012-34 34cm Len.-12mm Femoral Nail EA
1012-36 36cm Len.-12mm Femoral Nail EA
1012-38 38cm Len.-12mm Femoral Nail EA
1012-40 40cm Len.-12mm Femoral Nail EA
1012-42 42cm Len.-12mm Femoral Nail EA
1012-44 44cm Len.-12mm Femoral Nail EA
1012-46 46cm Len.-12mm Femoral Nail EA
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1012-48 48cm Len.-12mm Femoral Nail EA
1012-50 50cm Len.-12mm Femoral Nail EA
1013-36 36cm Len.-13mm Femoral Nail EA
1013-38 38cm Len.-13mm Femoral Nail EA
1013-40 40cm Len.-13mm Femoral Nail EA
1013-42 42cm Len.-13mm Femoral Nail EA
1013-44 44cm Len.-13mm Femoral Nail EA
1014-36 36cm Len.-14mm Femoral Nail EA
1014-38 38cm Len.-14mm Femoral Nail EA
1014-40 40cm Len.-14mm Femoral Nail EA
1014-42 42cm Len.-14mm Femoral Nail EA
1014-44 44cm Len.-14mm Femoral Nail EA
1014-46 46cm Len.-14mm Femoral Nail EA
1015-38 38cm Len.-15mm Femoral Nail EA
1015-40 40cm Len.-15mm Femoral Nail EA
1015-42 42cm Len.-15mm Femoral Nail EA
1015-44 44cm Len.-15mm Femoral Nail EA
1015-46 46cm Len.-15mm Femoral Nail EA
1020-100 100mm Len.-6.5mm Solid Cort. Screw EA
1020-35 35mm Len.-6.5mm Solid Cort. Screw EA * *
1020-40 40mm Len.-6.5mm Solid Cort. Screw EA
1020-45 45mm Len.-6.5mm Solid Cort. Screw EA
1020-50 50mm Len.-6.5mm Solid Cort. Screw EA
1020-55 55mm Len.-6.5mm Solid Cort. Screw EA
1020-60 60mm Len.-6.5mm Solid Cort. Screw EA
1020-65 65mm Len.-6.5mm Solid Cort. Screw EA
1020-70 70mm Len.-6.5mm Solid Cort. Screw EA
1020-75 75mm Len.-6.5mm Solid Cort. Screw EA
1020-80 80mm Len.-6.5mm Solid Cort. Screw EA
1020-85 85mm Len.-6.5mm Solid Cort. Screw EA
1020-90 90mm Len.-6.5mm Solid Cort. Screw EA
1020-95 95mm Len.-6.5mm Solid Cort. Screw EA
1030-100 100mm Len.-6.5mm Solid Canc. Screw EA
1030-105 105mm Len.-6.5mm Solid Canc. Screw EA
1030-110 110mm Len.-6.5mm Solid Canc. Screw EA
1030-115 115mm Len.-6.5mm Solid Canc. Screw EA
1030-120 120mm Len.-6.5mm Solid Canc. Screw EA
1030-60 60mm Len.-6.5mm Solid Canc. Screw EA
1030-65 65mm Len.-6.5mm Solid Canc. Screw EA
1030-70 70mm Len.-6.5mm Solid Canc. Screw EA
1030-75 75mm Len.-6.5mm Solid Canc. Screw EA
1030-80 80mm Len.-6.5mm Solid Canc. Screw EA
1030-85 85mm Len.-6.5mm Solid Canc. Screw EA
1030-90 90mm Len.-6.5mm Solid Canc. Screw EA
1030-95 95mm Len.-6.5mm Solid Canc. Screw EA
10405-12 Steinman Pin (2mm x 12")
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
10405-9 2.0 mm Steinman Pin EA
10730-10 Th.ed Rod 1/4" x 10cm EA
10730-15 Th.ed Rod 1/4" x 15cm EA
10730-20 Th.ed Rod 1/4" x 20cm EA
10720-25 Th.ed Rod 1/4" x 25cm EA
1075-28 Driving Guide Wire (3.2mm x 28") EA
1075-38 Guide Wire (3.2mm x 38") EA
10800/4 ACE Unifix 10" w/4 Pin Holders EA
10800/6 ACE Unifix 10" w/6 Pin Holders EA
10814/4 ACE Unifix 14" w/4 Pin Holders EA
10814/6 ACE Unifix 14" w/6 Pin Holders EA
1085-2 Locking Knob EA
1303 (Small) Open Back Halo Rings - EA
Head Sizes 20 1/2"- 22 1/4" (52cm-57cm) EA
1304 (Medium) Open Back Halo Rings EA
Head Sizes 22 1/4"- 24 1/2" (57cm-62cm) EA
1305 (Large) Open Back Halo Rings EA
Head Sizes 24 1/2"- 26 (62cm-66cm) EA
1367-8 Disposal Torque Wrench 8 in/lb EA
1370-1 (Small) Open Back Halo Ring App. Kit - EA
Head Sizes 20 1/2"- 22 1/4" (52cm-57cm) EA * *
1370-2 (Medium) Open Back Halo Ring App. Kit - EA
Head Sizes 22 1/4"- 24 1/2" (57cm-62cm) EA
1370-3 Large) Open Back Halo Rings - EA
Head Sizes 24 1/2"- 26" (62cm-66cm) EA
1371-0 Closed Back Halo Ring App. Kit - EA
Head Sizes 17 3/4"- 20 1/2"(45cm-52cm) EA
1371-00 Closed Back Halo Ring App. Kit - EA
Head Sizes 17 5/8"maximum (44.5cm max.) EA
1371-1 Closed Back Halo Ring App. Kit - EA
Head Sizes 20 1/2"- 22" (52cm-56cm) EA
1371-2 Closed Back Halo Ring App. Kit - EA
Head Sizes 21"- 22 1/4" (53cm-57cm) EA
1371-3 Closed Back Halo Ring App. Kit - EA
Head Sizes 22 1/4"- 23 1/2" (57cm-60cm) EA
1371-4 Closed Back Halo Ring App. Kit - EA
Head Sizes 23 1/2"- 24 1/2" (60cm-62cm) EA
1371-5 Closed Back Halo Ring App. Kit - EA
Head Sizes 24 1/2"- 26" (62cm-66cm) EA
1379-SIZE Jacket Front and Back EA
1380-1-SIZE Mark IV Complete Vest and Hardware
Assembled - Available in sizes 20-52 in
two inch increments EA
1380-2-SIZE Mark IV Complete Vest and Hardware
Assembled - Kodel (available in
sizes 20-52 in two inch increments) EA
- ------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1380-3-SIZE Mark IV Complete Vest and Hardware
Assembled-Synthetic Lamb's wool
(available in sizes 20-52 in
two inch increments) EA
1385-3 Titanium Bolt 5/8"- 24 x 1 3/8"
(for Tong Attachment to Halo Vest -
2 required) EA
14007-1 140 Deg. Angle, 100mm Len. -
Captured Screw Assy. EA
14007-2 140 Deg. Angle, 130mm Len. -
Captured Screw Assy. EA
14007-3 140 Deg. Angle, 160mm Len. -
Captured Screw Assy. EA
14007-4 150 Deg. Angle, 100mm Len. -
Captured Screw Assy. EA
14007-5 150 Deg. Angle, 130mm Len. -
Captured Screw Assy. EA
14007-6 150 Deg. Angle, 160mm Len. -
Captured Screw Assy. EA
14012-14 3.2mm Th.ed Guide Pin 14" EA
14012-9 3.2mm Th.ed Guide Pin 9" EA
14022-20 20mm Len.-4.5mm Solid Cort.
Bone Screw EA
14022-22 22mm Len.-4.5mm Solid Cort.
Bone Screw EA * *
14022-24 24mm Len.-4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-26 26mm Len.-4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-28 28mm Len.-4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-30 30mm Len.-4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-32 32mm Len.-4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-34 34mm Len.-4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-36 36mm Len.-4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-38 38mm Len.-4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-40 40mm Len.-4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-42 42mm Len.-4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-44 44mm Len.-4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-46 46mm Len.-4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-48 48mm Len.-4.5mm Solid Cort.
Bone Screw, Full Th. EA
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14022-50 50mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-52 52mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-54 52mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-56 56mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-58 52mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-60 60mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-65 65mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-70 70mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-75 75mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-80 80mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-85 85mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-90 90mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA * *
14033-0 135 Deg. Angle, 90mm Len. -
Captured Screw Assy. EA
14033-1 135 Deg. Angle, 100mm Len. -
Captured Screw Assy. EA
14033-2 135 Deg. Angle, 130mm Len. -
Captured Screw Assy. EA
14033-3 135 Deg. Angle, 160mm Len. -
Captured Screw Assy. EA
14033-4 145 Deg. Angle, 100mm Len. -
Captured Screw Assy. EA
14033-5 145 Deg. Angle, 130mm Len. -
Captured Screw Assy. EA
14033-6 145 Deg. Angle, 100mm Len. -
Captured Screw Assy. EA
14082S Dye Injector Seal EA
14140-1 Primary Trephine EA
14140-2 Bushing EA
14140-3 Secondary Trephine EA
14179-9 2.0mm K-Wire Bayonet Tip EA
14180-6 Guide Pin (3.2mm x 6") EA
14188-100 100mm Screw, 20mm Th.-
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-105 105mm Screw, 20mm Th.-
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-110 110mm Screw, 20mm Th.-
6.5mm Cann. Canc. S.C.F.E. Screws EA
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14188-115 115mm Screw, 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-120 120mm Screw, 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-30 30mm Screw, 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-35 35mm Screw, 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-40 40mm Screw, 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-45 45mm Screw, 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-50 50mm Screw, 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-55 55mm Screw, 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-60 60mm Screw, 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-65 65mm Screw, 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-70 70mm Screw, 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-75 75mm Screw, 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA * *
14188-80 80mm Screw, 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-85 85mm Screw, 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-90 90mm Screw, 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-95 95mm Screw, 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14192-100 100mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-105 105mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-110 110mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-40 40mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-45 45mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-50 50mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-55 55mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-60 60mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-65 65mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
- ---------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14192-70 70mm Len. - 8.0mm Cann.
Canc. Screws. 24mm Th. EA
14192-75 75mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-80 80mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-85 85mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-90 90mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-95 95mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14196-100 100mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14196-105 105mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14196-110 110mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14196-115 115mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14196-120 120mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14196-25 25mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA * *
14196-30 30mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14196-35 35mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14196-40 40mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14196-45 45mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14196-50 50mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14196-55 55mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14196-60 60mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14196-65 65mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14196-70 70mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14196-75 75mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14196-80 80mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14196-85 85mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14196-90 90mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
- -------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14196-95 95mm Len., 22mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14197-100 100mm Len., 40mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14197-105 105mm Len., 40mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14197-110 110mm Len., 40mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14197-115 115mm Len., 40mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14197-120 120mm Len., 40mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14197-40 40mm Len., 40mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14197-45 45mm Len., 40mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14197-50 50mm Len., 40mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14197-55 55mm Len., 40mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14197-60 60mm Len., 40mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14197-65 65mm Len., 40mm Th.-
6.5mm Cann. Canc. Lag Screws EA * *
14197-70 70mm Len., 40mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14197-75 75mm Len., 40mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14197-80 80mm Len., 40mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14197-85 85mm Len., 40mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14197-90 90mm Len., 40mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14197-95 95mm Len., 40mm Th.-
6.5mm Cann. Canc. Lag Screws EA
14200-20 20mm Screw, 4.5mm Cann.
Cort. Bone Screws, Full Th. EA
14200-22 22mm Screw, 4.5mm Cann.
Cort. Bone Screws, Full Th. EA
14200-24 24mm Screw, 4.5mm Cann.
Cort. Bone Screws, Full Th. EA
14200-26 26mm Screw, 4.5mm Cann.
Cort. Bone Screws, Full Th. EA
14200-28 28mm Screw, 4.5mm Cann.
Cort. Bone Screws, Full Th. EA
14200-30 30mm Screw, 4.5mm Cann.
Cort. Bone Screws, Full Th. EA
14200-32 32mm Screw, 4.5mm Cann.
Cort. Bone Screws, Full Th. EA
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14200-34 34mm Screw, 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-36 36mm Screw, 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-38 38mm Screw, 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-40 40mm Screw, 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-42 42mm Screw, 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-44 44mm Screw, 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-46 46mm Screw, 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-48 48mm Screw, 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-50 50mm Screw, 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-55 55mm Screw, 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-60 60mm Screw, 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-65 65mm Screw, 4.5mm Cann.
Cort. Bone Screws, Full Th. EA
14200-70 70mm Screw, 4.5mm Cann.
Cort. Bone Screws. Full Th. EA * *
14225-30 30mm Screw, 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-32 32mm Screw, 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-34 34mm Screw, 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-36 36mm Screw, 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-38 38mm Screw, 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-40 40mm Screw, 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-42 42mm Screw, 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-44 44mm Screw, 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-46 46mm Screw, 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-48 48mm Screw, 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-50 50mm Screw, 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-55 55mm Screw, 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions ommitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14225-60 60mm Screw. 20mm Th. -
5.0mm Cann. Canc. Lag Screws EA
14225-65 65mm Screw. 20mm Th. -
5.0mm Cann. Canc. Lag Screws EA
14225-70 70mm Screw. 20mm Th. -
5.0mm Cann. Canc. Lag Screws EA
14231-2.0 2.0mm Sheath Sleeve EA
14231-3.2 3.2mm Sheath Sleeve EA
14239-3.8 3.8mm Sheath Sleeve EA
14239-4.8 4.8mm Sheath Sleeve EA
14250-30 30mm Screw, 20mm Th. -
4.5mm Cann. Cort. Lag Screws EA
14250-32 32mm Screw, 20mm Th. -
4.5mm Cann. Cort. Lag Screws EA
14250-34 34mm Screw, 20mm Th. -
4.5mm Cann. Cort. Lag Screws EA
14250-36 36mm Screw, 20mm Th. -
4.5mm Cann. Cort. Lag Screws EA
14250-38 38mm Screw, 20mm Th. -
4.5mm Cann. Cort. Lag Screws EA
14250-40 40mm Screw, 20mm Th. -
4.5mm Cann. Cort. Lag Screws EA
14250-42 42mm Screw, 20mm Th. -
4.5mm Cann. Cort. Lag Screws EA
14250-44 44mm Screw, 20mm Th. -
4.5mm Cann. Cort. Lag Screws EA * *
14250-46 46mm Screw, 20mm Th. -
4.5mm Cann. Cort. Lag Screws EA
14250-48 48mm Screw, 20mm Th. -
4.5mm Cann. Cort. Lag Screws EA
14250-50 50mm Screw, 20mm Th. -
4.5mm Cann. Cort. Lag Screws EA
14250-55 55mm Screw, 20mm Th. -
4.5mm Cann. Cort. Lag Screws EA
14250-60 60mm Screw, 20mm Th. -
4.5mm Cann. Cort. Lag Screws EA
14250-65 65mm Screw, 20mm Th. -
4.5mm Cann. Cort. Lag Screws EA
14250-70 70mm Screw, 20mm Th. -
4.5mm Cann. Cort. Lag Screws EA
14305-4 Template, 4 Hole EA
14305-8 Template, 8 Hole EA
14330-10 10 Hole Straight Plate EA
14330-12 12 Hole Straight Plate EA
14330-3 3 Hole Straight Plate EA
14330-4 4 Hole Straight Plate EA
14330-6 6 Hole Straight Plate EA
14330-8 8 Hole Straight Plate EA
14332-2 2 Hole "Y" Plate, Small EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions ommitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14332-4 4 Hole "Y" Plate, Small EA
14333-4 4 Hole "Y" Plate, Narrow EA
14334-10 3.5mm Universal Recon. Ribbion. 10 Hole EA
14334-12 3.5mm Universal Recon. Ribbion. 12 Hole EA
14334-14 3.5mm Universal Recon. Ribbion. 14 Hole EA
14334-16 3.5mm Universal Recon. Ribbion. 16 Hole EA
14334-2 3.5mm Universal Recon. Ribbion. 2 Hole EA
14334-3 3.5mm Universal Recon. Ribbion. 3 Hole EA
14334-4 3.5mm Universal Recon. Ribbion. 4 Hole EA
14334-6 3.5mm Universal Recon. Ribbion. 6 Hole EA
14334-8 3.5mm Universal Recon. Ribbion. 8 Hole EA
14340-10 10 Hole Straight Plate EA
14340-12 12 Hole Straight Plate EA
14340-14* 14 Hole Straight Plate EA
14340-16* 16 Hole Straight Plate EA
14340-3 3 Hole Straight Plate EA
14340-4 4 Hole Straight Plate EA
14340-6 6 Hole Straight Plate EA
14340-8 8 Hole Straight Plate EA
14342-4 4 Hole "T" Plate EA
14342-6 6 Hole "T" Plate EA
14342-8 8 Hole "T" Plate EA
14343-16 3.5mm Universal Template EA * *
14344-4 4 Hole "L" Plate EA
14344-6 6 Hole "L" Plate EA
14344-8 8 Hole "L" Plate EA
14345-4 4 Hole "L" Plate EA
14345-6 6 Hole "L" Plate EA
14345-8 8 Hole "L" Plate EA
14351-2.0 2.0mm Guide Sleeve EA
14351-3.2 3.2mm Guide Sleeve EA
14351-3.8 3.8mm Guide Sleeve EA
14351-4.8 4.8mm Guide Sleeve EA
14355-3 3 Hole 100 Deg. Tublar Plate EA
14355-4 4 Hole 100 Deg. Tublar Plate EA
14355-5 5 Hole 100 Deg. Tublar Plate EA
14355-6 6 Hole 100 Deg. Tublar Plate EA
14355-7 7 Hole 100 Deg. Tublar Plate EA
14355-8 8 Hole 100 Deg. Tublar Plate EA
14369-10 10mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-100 100mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-105 105mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-110 110mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
- ---------------------------------------------------------------------------------------------
</TABLE>
* Confidential portions ommitted and fixed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14369-115 115mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-120 120mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-12 12mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-14 14mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-16 16mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-18 18mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-20 20mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-22 22mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-24 24mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-26 26mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-28 28mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-30 30mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA * *
14369-32 32mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-34 34mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-36 36mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-38 38mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-40 40mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-42 42mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-44 44mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-46 46mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-48 48mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-50 50mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-55 55mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-60 60mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-65 65mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
- ---------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions ommitted and fixed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14369-70 70mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-75 75mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-80 80mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-85 85mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-90 90mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-95 95mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14370-26 26mm Len., 16mm Th.-
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-28 28mm Len., 16mm Th.-
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-30 30mm Len., 16mm Th.-
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-32 32mm Len., 16mm Th.-
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-34 34mm Len., 16mm Th.-
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-36 36mm Len., 16mm Th.-
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-38 38mm Len., 16mm Th.-
4.0mm Cann. Canc. Screws, 16mm Th. EA * *
14370-40 40mm Len., 16mm Th.-
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-42 42mm Len., 16mm Th.-
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-44 44mm Len., 16mm Th.-
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-46 46mm Len., 16mm Th.-
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-48 48mm Len., 16mm Th.-
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-50 50mm Len., 16mm Th.-
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-55 55mm Len., 16mm Th.-
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-60 60mm Len., 16mm Th.-
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-65 65mm Len., 16mm Th.-
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-70 70mm Len., 16mm Th.-
4.0mm Cann. Canc. Screws, 16mm Th. EA
14372-45 45mm Len., 32mm Th.-
4.0mm Cann. Canc. Screws, 32mm Th. EA
14372-50 50mm Len., 32mm Th.-
4.0mm Cann. Canc. Screws, 32mm Th. EA
- ---------------------------------------------------------------------------------------------
</TABLE>
* Confidential portions ommitted and fixed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14372-55 55mm Len., 32mm Th.-
4.0mm Cann. Canc. Screws. 32mm Th. EA
14372-60 60mm Len., 32mm Th.-
4.0mm Cann. Canc. Screws. 32mm Th. EA
14372-65 65mm Len., 32mm Th.-
4.0mm Cann. Canc. Screws. 32mm Th. EA
14372-70 70mm Len., 32mm Th.-
4.0mm Cann. Canc. Screws. 32mm Th. EA
14375-10 10mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-12 12mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-14 14mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-16 16mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-18 18mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-20 20mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-22 22mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-24 24mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-26 26mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA * *
14375-28 28mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-30 30mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-32 32mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-34 34mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-36 36mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-38 38mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-40 40mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-42 42mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-44 44mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-46 46mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-48 48mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-50 50mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14375-55 55mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-60 60mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-65 65mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-70 70mm Len., 3.5mm Cann.
Cort. Screw, Full Th. EA
14377-10 10mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-100 100mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-105 105mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-110 110mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-115 115mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-120 120mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-12 12mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-14 14mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA * *
14377-16 16mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-18 18mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-20 20mm.Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-22 22mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-24 24mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-26 26mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-28 28mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-30 30mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-32 32mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-34 34mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-36 36mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-38 38mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-40 40mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14377-42 42mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-44 44mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-46 46mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-48 48mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-50 50mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-55 55mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-60 60mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-65 65mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-70 70mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-75 75mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-80 80mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA * *
14377-85 85mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-90 90mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-95 95mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14396-120 4.0mm Solid Canc. Tap. 120mm EA
14398-120 2.9mm Solid Twist Drill, 120mm EA
14399-120 3.6mm Solid Twist Drill, 120mm EA
14425-9 1.6mm K-Wire EA
14473-120 3.5mm Solid Cortical Tap, 120mm EA
14473-70 3.5mm Solid Cortical Tap, 70mm EA
1490 RA Patient Care Guide
(Living in your Halo Brace) EA
1508-25.5 25.5cm Len.-8mm Tibial Nail EA
1508-27.0 27.0cm Len.-8mm Tibial Nail EA
1508-28.5 28.5cm Len.-8mm Tibial Nail EA
1508-30.0 30.0cm Len.-8mm Tibial Nail EA
1508-31.5 31.5cm Len.-8mm Tibial Nail EA
1508-33.0 33.0cm Len.-8mm Tibial Nail EA
1508-34.5 34.5cm Len.-8mm Tibial Nail EA
1508-36.0 36.0cm Len.-8mm Tibial Nail EA
1508-37.5 37.5cm Len.-8mm Tibial Nail EA
1508-39.0 39.0cm Len.-8mm Tibial Nail EA
1508-40.5 40.5cm Len.-8mm Tibial Nail EA
1508-42.0 42.0cm Len.-8mm Tibial Nail EA
1509-25.5 25.5cm Len.-8mm Tibial Nail EA
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed seperately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1509-27.0 27.0cm Len.-9mm Tibial Nail EA
1509-28.5 28.5cm Len.-9mm Tibial Nail EA
1509-30.0 30.0cm Len.-9mm Tibial Nail EA
1509-31.5 31.5cm Len.-9mm Tibial Nail EA
1509-33.0 33.0cm Len.-9mm Tibial Nail EA
1509-34.5 34.5cm Len.-9mm Tibial Nail EA
1509-36.0 36.0cm Len.-9mm Tibial Nail EA
1509-37.5 37.5cm Len.-9mm Tibial Nail EA
1509-39.0 39.0cm Len.-9mm Tibial Nail EA
1509-40.5 40.5cm Len.-9mm Tibial Nail EA
1509-42.0 42.0cm Len.-9mm Tibial Nail EA
1510-25.5 25.5cm Len.-10mm Tibial Nail EA
1510-27.0 27.0cm Len.-10mm Tibial Nail EA
1510-28.5 28.5cm Len.-10mm Tibial Nail EA
1510-30.0 30.0cm Len.-10mm Tibial Nail EA
1510-31.5 31.5cm Len.-10mm Tibial Nail EA
1510-33.0 33.0cm Len.-10mm Tibial Nail EA
1510-34.5 34.5cm Len.-10mm Tibial Nail EA
1510-36.0 36.0cm Len.-10mm Tibial Nail EA
1510-37.5 37.5cm Len.-10mm Tibial Nail EA
1510-39.0 39.0cm Len.-10mm Tibial Nail EA
1510-40.5 40.5cm Len.-10mm Tibial Nail EA
1510-42.0 42.0cm Len.-10mm Tibial Nail EA
1511-27.0 27.0cm Len.-11mm Tibial Nail EA
1511-28.5 28.5cm Len.-11mm Tibial Nail EA
1511-30.0 30.0cm Len.-11mm Tibial Nail EA
1511-31.5 31.5cm Len.-11mm Tibial Nail EA
1511-33.0 33.0cm Len.-11mm Tibial Nail EA
1511-34.5 34.5cm Len.-11mm Tibial Nail EA
1511-36.0 36.0cm Len.-11mm Tibial Nail EA
1511-37.5 37.5cm Len.-11mm Tibial Nail EA
1511-39.0 39.0cm Len.-11mm Tibial Nail EA * *
1511-40.5 40.5cm Len.-11mm Tibial Nail EA
1511-42.0 42.0cm Len.-11mm Tibial Nail EA
1512-27.0 27.0cm Len.-12mm Tibial Nail EA
1512-28.5 28.5cm Len.-12mm Tibial Nail EA
1512-30.0 30.0cm Len.-12mm Tibial Nail EA
1512-31.5 31.5cm Len.-12mm Tibial Nail EA
1512-33.0 33.0cm Len.-12mm Tibial Nail EA
1512-34.5 34.5cm Len.-12mm Tibial Nail EA
1512-36.0 36.0cm Len.-12mm Tibial Nail EA
1512-37.5 37.5cm Len.-12mm Tibial Nail EA
1512-39.0 39.0cm Len.-12mm Tibial Nail EA
1512-40.5 40.5cm Len.-12mm Tibial Nail EA
1512-42.0 42.0cm Len.-12mm Tibial Nail EA
1513-28.5 28.5cm Len.-13mm Tibial Nail EA
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed seperately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1513-30.0 30.0cm Len. - 13mm Tibial Nail EA
1513-31.5 31.5cm Len. - 13mm Tibial Nail EA
1513-33.0 33.0cm Len. - 13mm Tibial Nail EA
1513-34.5 34.5cm Len. - 13mm Tibial Nail EA
1513-36.0 36.0cm Len. - 13mm Tibial Nail EA
1513-37.5 37.5cm Len. - 13mm Tibial Nail EA
1513-39.0 39.0cm Len. - 13mm Tibial Nail EA
1513-40.5 40.5cm Len. - 13mm Tibial Nail EA
1513-42.0 42.0cm Len. - 13mm Tibial Nail EA
1515-40 40mm Len. - 5.5mm Solid Cort.
screw, Full Th. EA
1515-45 45mm Len. - 5.5mm Solid Cort.
Screw, Full Th. EA
1515-50 50mm Len. - 5.5mm Solid Cort.
Screw, Full Th. EA
1515-55 55mm Len. - 5.5mm Solid Cort.
Screw, Full Th. EA
1515-60 60mm Len. - 5.5mm Solid Cort.
Screw, Full Th. EA
1515-65 65mm Len. - 5.5mm Solid Cort.
Screw, Full Th. EA
1515-70 70mm Len. - 5.5mm Solid Cort.
Screw, Full Th. EA
1515-75 75mm Len. - 5.5mm Solid Cort.
Screw, Full Th. EA * *
1515-80 80mm Len. - 5.5mm Solid Cort.
Screw, Full Th. EA
1707-18 18cm Len. - 7mm Humeral Nail EA
1707-20 20cm Len. - 7mm Humeral Nail EA
1707-22 22cm Len. - 7mm Humeral Nail EA
1707-24 24cm Len. - 7mm Humeral Nail EA
1707-26 26cm Len. - 7mm Humeral Nail EA
1707-28 28cm Len. - 7mm Humeral Nail EA
1707-30 30cm Len. - 7mm Humeral Nail EA
1708-18 18cm Len. - 8mm Humeral Nail EA
1708-20 20cm Len. - 8mm Humeral Nail EA
1708-22 22cm Len. - 8mm Humeral Nail EA
1708-24 24cm Len. - 8mm Humeral Nail EA
1708-26 26cm Len. - 8mm Humeral Nail EA
1708-28 28cm Len. - 8mm Humeral Nail EA
1708-30 30cm Len. - 8mm Humeral Nail EA
1709-18 18cm Len. - 9mm Humeral Nail EA
1709-20 20cm Len. - 9mm Humeral Nail EA
1709-22 22cm Len. - 9mm Humeral Nail EA
1709-24 24cm Len. - 9mm Humeral Nail EA
1709-26 26cm Len. - 9mm Humeral Nail EA
1709-28 28cm Len. - 9mm Humeral Nail EA
1709-30 30cm Len. - 9mm Humeral Nail EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions ommitted and filed separately with the commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1717-24 24mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA
1717-26 26mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA
1717-28 28mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA
1717-30 30mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA
1717-32 32mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA
1717-34 34mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA
1717-36 36mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA
1717-38 38mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA
1717-40 40mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA
1717-42 42mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA
1717-44 44mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA
1717-46 46mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA
1717-48 48mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA
1717-50 50mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA
1717-52 52mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA * *
1717-54 54mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA
1717-56 56mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA
1717-58 58mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA
1717-60 60mm Len. - 4.5mm Canc. Lag
Screw (Proximal) EA
1724-28 Guide Wire, 2.2mm x 28in. EA
1810-15 10mm x 15cm - Supracondylar
Nail EA
1810-20 10mm x 20cm - Supracondylar
Nail EA
1810-25 10mm x 25cm - Supracondylar
Nail EA
1810-30 10mm x 30cm - Supracondylar
Nail EA
1812-15 12mm x 15cm - Supracondylar
Nail EA
1812-20 12mm x 20cm - Supracondylar
Nail EA
1812-25 12mm x 25cm - Supracondylar
Nail EA
1812-30 12mm x 30cm - Supracondylar
Nail EA
2511-4 11mm Len. x 4mm Width -
Saw Blade EA
2511-5 11mm Len. x 5mm Width -
Saw Blade EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2511-5-3 11mm Len. x 5mm Width x 3mm Depth -
90 Deg. Blade EA
2511-5-4 11mm Len. x 5mm Width x 4mm Depth -
90 Deg. Blade EA
2513-4 13mm Len. x 4mm Width - Saw Blade EA
2513-5 13mm Len. x 5mm Width - Saw Blade EA
2513-5-3 13mm Len. x 5mm Width x 3mm Depth -
90 Deg. Blade EA
2513-5-4 13mm Len. x 5mm Width x 4mm Depth -
90 Deg. Blade EA
2515-4 15mm Len x 4mm Width - Saw Blade EA
2515-5 15mm Len x 5mm Width - Saw Blade EA
2515-5-3 15mm Len x 5mm Width x 3mm Depth -
90 Deg. Blade EA
2515-5-4 15mm Len x 5mm Width x 4mm Depth -
90 Deg. Blade EA
2517-5 17mm Len. x 5mm Width - Saw Blade EA
2517-5-4 17mm Len. x 5mm Width x 4mm Depth -
90 Deg. Blade EA
2517-5-5 17mm Len. x 5mm Width x 5mm Depth -
90 Deg. Blade EA
2517-6 17mm Len. x 6mm Width - Saw Blade EA
2519-5 19mm Len. x 5mm Width - Saw Blade EA
2519-5-4 19mm Len. x 5mm Width x 4mm Depth -
90 Deg. Blade EA
2519-5-5 19mm Len. x 5mm Width x 5mm Depth -
90 Deg. Blade EA
2519-6 19mm Len. x 6mm Width - Saw Blade EA
2521-5 21mm Len. x 5mm Width - Saw Blade EA
2521-5-4 21mm Len. x 5mm Width x 4mm Depth -
90 Deg. Blade EA * *
2521-5-5 21mm Len. x 5mm Width x 5mm Depth -
90 Deg. Blade EA
2521-6 21mm Len. x 6mm Width - Saw Blade EA
502B Skull Pin Tip Cap EA
503A Positioning Pin Plate EA
503B Positioning Pin EA
569-SIZE Synthetic Wool Liner EA
570-SIZE Lamb's Wool Liner EA
570A-SIZE Kodel Liner EA
600-1-SIZE Mark III Complete Vest and Hardware
Assembled - Available in sizes 20-52
in two inch increments EA
600-2-SIZE Mark III Complete Vest and Hardware
Assembled - Kodel (available in sizes
20-52 in two inch increments EA
600-3-SIZE Mark III Complete Vest and Hardware
Assembled - Synthetic Lamb's wool
available in sizes 20-52 in two inch
increments) EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT * %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
601A size 00 Closed Back Halo Rings -
Head Sizes 175/8" (44.5cm max.) EA
601B size 0 Closed Back Halo Rings -
Head Sizes 17-3/4" - 20-1/2"
(45cm-52cm) EA
601C size 1 Closed Back Halo Rings -
Head Sizes 20-1/2" - 22"
(52cm-56cm) EA
601D size 2 Closed Back Halo Rings -
Head Sizes 21" - 22-1/4"
(53cm-57cm) EA
601E size 3 Closed Back Halo Rings -
Head Sizes 22-1/4" - 23-1/2"
(57cm-60cm) EA
601F size 4 Closed Back Halo Rings -
Head Sizes 23-1/2" - 24-1/2"
(60cm-62cm) EA
601G size 5 Closed Back Halo Rings -
Head Sizes 24-1/2" - 26"
(62cm-66cm) EA
6025-50 Miami Pelvic Screw 50mm Th. EA
621-5 Titanium Bolt 1/4" - 28 x 3/4" EA * *
656A Swivel Assembly EA
659C-SIZE Jacket Front and Back EA
680-1 Th.ed Clamp & Bracket Assembly,
Left EA
680-2 Th.ed Clamp & Bracket Assembly,
Right EA
934-5 Osteotome EA
934-7 Osteotome EA
950-1 S19 - Retractor Blades, Left EA
950-2 S23 - Retractor Blades, Left EA
950-3 M19 - Retractor Blades, Left EA
950-4 M23 - Retractor Blades, Left EA
950-5 L19 - Retractor Blades, Left EA
950-6 L23 - Retractor Blades, Left EA
951-1 S19 - Retractor Blades, Right EA
951-2 S23 - Retractor Blades, Right EA
951-3 M19 - Retractor Blades, Right EA
951-4 M23 - Retractor Blades, Right EA
951-5 L19 - Retractor Blades, Right EA
951-6 L23 - Retractor Blades, Right EA
955-12 Gap Gauge EA
955-14 Gap Gauge EA
955-16 Gap Gauge EA
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
- --------------------------------------------------------------------------------
DePuY/R/ DePuY Inc DePuY International Ltd
PO Box 988 St Anthony's Road
700 Orthopaedic Drive Leeds LS11 8DT
Warsaw, In 46581-0988 England
USA Telephone: +44 (113) 270-0461
Tel: 1 800 366 8143 Fax: +44 (113) 270 0239
<PAGE>
COLUMBIA/HCA
HEALTHCARE
CORPORATION
FRACTURE MANAGEMENT
PRICE LIST
AGREEMENT EFFECTIVE: JUNE 1, 1995--MAY 31, 1998
ENCLOSED PRICING VALID: JUNE 1, 1995--MAY 31, 1997
DePuy/R/
<PAGE>
DEPUY COLUMBIA/HCA
FRACTURE MANAGEMENT
LETTER OF COMMITMENT
The undersigned Hospital, a participating COLUMBIA/HCA HEALTHCARE CORPORATION
facility hereby agrees to commit and obtain a * % compliance level of the total
contracted fracture management dollar potential.
CONTRACT PARTICIPATION
----------------------
* % COMPLIANCE LEVEL EQUALS $ ________________
Pricing will become effective upon receipt of this signed in the DePuy office.
The hospital and DePuy will conduct quarterly reviews of this program. Failure
to obtain the specified compliance level will result in the loss of those
pricing advantages provided in the pricing section of this contract.
This form supersedes any and all previously declared group purchasing
memberships as well as any and all individual facility agreements with DePuy.
Name of Facility _______________________________________________________________
(Please Print or Type)
City ___________________________________ State _____________ Zip _______________
Name ________________________________________________ Title ____________________
Signature ___________________________________________ Date _____________________
Local DePuy Medical Company Distributor Signature ______________________________
PLEASE MAIL OR FAX TO:
NATIONAL ACCOUNTS MANAGER
DEPUY INC.
PO BOX 988
WARSAW, IN 46581-0988
FAX: 219/269-4532
QUESTIONS, CALL TOLL FREE:
800/347-7450
THANK YOU! WE APPRECIATE YOUR SUPPORT.
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
ORDERING INFORMATION/RETURN GOODS POLICY
DePuy Inc. orders may be placed by:
. Contacting your local DePuy representative (24-hour coverage)
. Calling the DePuy Main Office at (800) 366-8143
. Using FAX Number (800) 669-2530
. Mailing orders to: DePuy
PO Box 988
Warsaw, IN 46581-0988
TERMS
Net 30 Days
REMITTANCE ADDRESS
DePuy
PO Box 506
Warsaw, IN 46581-0506
FREIGHT
All products contained in this price list are F.O.B. destination for U.P.S.
Ground, Parcel Post and Regular Motor Freight. Special handling (i.e. Federal
Express, U.P.S. Blue etc.) will be prepaid and added to the invoice.
RETURN GOODS POLICY
If you find it necessary to return product, for whatever reason, please contact
your local DePuy representative for instructions or call DePuy Customer Service
toll-free at (800) 366-8143, or use the toll-free DePuy FAX number, (800) 669-
2530. All returns are subject to the following:
1. To expedite the return process, please contact your DePuy sales
representative or DePuy Customer Service.
2. When returning items, please include the date of purchase and invoice
number on the packing list, and provide a written reason for the return.
3. A minimum 15%. up to a maximum of $100, handling charge may be assessed for
all contracted items returned. Sterile packaged items may be returned for
credit only if returned in the original unopened package.
4. Special or altered items cannot be returned for credit.
5. Product can only be returned for credit within 90 days of the invoice date.
6. Please notify your DePuy representative or DePuy Customer Service to
receive credit for products which have either not been received or are
damaged upon receipt within 30 days of the invoice date.
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1000-08-000 MOORE 4-7/8X1-1/2 EA
1000-10-000 MOORE 4-7/8X1-5/8 EA
1000-12-000 MOORE 4-7/8X1-11/16 EA
1000-14-000 MOORE 5-1/8X1-3/4 EA
1000-16-000 MOORE 5-1/8X1-13/16 EA
1000-18-000 MOORE 5-1/2X1-7/8 EA
1000-20-000 MOORE 5-1/2X1-15/16 EA
1000-22-000 MOORE 5-13/16X2 EA
1000-23-000 MOORE 6-1/4X2-1/16 EA
1000-24-000 MOORE 6-1/4X2-1/8 EA
1000-26-000 MOORE 6-1/4X2-3/16 EA
1000-28-000 MOORE 6-1/4X2-1/4 EA
1000-30-000 MOORE 6-1/4X2-3/8 EA
1000-32-000 MOORE 6-1/4X2-1/2 EA
1001-12-000 MOORE 8X1-11/16 EA
1001-14-000 MOORE 8X1-3/4 EA
1001-16-000 MOORE 8X1-13/16 EA
1001-18-000 MOORE 8X1-7/8 EA
1001-20-000 MOORE 8X1-15/16 EA
1001-22-000 MOORE 8X2 EA
1001-24-000 MOORE 8X2-1/8 EA
1003-21-000 MOORE PROS MD NK 32MM HEAD EA * *
1003-22-000 MOORE PROS LNG NK 32MM HEAD EA
1008-08-000 THOMPSON PROS 1-1/2 EA
1008-10-000 THOMPSON PROS 1-5/8 EA
1008-12-000 THOMPSON PROS 1-11/16 EA
1008-14-000 THOMPSON PROS 1-3/4 EA
1008-16-000 THOMPSON PROS 1-13/16 EA
1008-18-000 THOMPSON PROS 1-7/8 EA
1008-20-000 THOMPSON PROS 1-15/16 EA
1008-22-000 THOMPSON PROS 2 EA
1008-23-000 THOMPSON PROS 2-1/16 EA
1008-24-000 THOMPSON PROS 2-1/8 EA
1008-26-000 THOMPSON PROS 2-3/16 EA
1008-27-000 THOMPSON PROS 2-1/4 EA
1008-28-000 THOMPSON PROS 2-3/8 EA
1008-30-000 THOMPSON PROS 2-1/2 EA
1024-10-000 IBEAM PROS 6-1/2X1-5/8 EA
1024-12-000 IBEAM PROS 6-1/2X1-11/16 EA
1024-14-000 IBEAM PROS 6-1/2X1-3/4 EA
1024-16-000 IBEAM PROS 6-1/2X1-13/16 EA
- -----------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1024-18-000 IBEAM PROS 6-1/2x1-7/8 EA
1024-20-000 IBEAM PROS 6-1/2x1-1-5/16 EA
1024-22-000 IBEAM PROS 7-1/2x2 EA
1024-24-000 IBEAM PROS 7-1/2x2-1/8 EA
1024-26-000 IBEAM PROS 7-1/2x2-1/4 EA
1024-28-000 IBEAM PROS 7-1/2x2-3/8 EA
1025-08-000 MOORE NAR 5-1/2x1-1/2 EA
1025-10-000 MOORE NAR 5-1/2x1-5/8 EA
1025-12-000 MOORE NAR 5-1/2x1-11/16 EA
1025-14-000 MOORE NAR 5-1/2x1-1-3/4 EA
1025-16-000 MOORE NAR 6x1-13/16 EA
1025-18-000 MOORE NAR 6x1-7/8 EA
1025-20-000 MOORE NAR 6x1-15/16 EA
1025-22-000 MOORE NAR 6x2 EA
1108-10-000 KNOWLES PIN 2-1/4 EA
1108-12-000 KNOWLES PIN 2-1/2 EA
1108-14-000 KNOWLES PIN 2-3/4 EA
1108-16-000 KNOWLES PIN 3 EA
1108-18-000 KNOWLES PIN 3-1/4 EA
1108-20-000 KNOWLES PIN 3-1/2 EA
1108-22-000 KNOWLES PIN 3-3/4 EA
1108-24-000 KNOWLES PIN 4 EA
1108-26-000 KNOWLES PIN 4-1/4 EA
1108-28-000 KNOWLES PIN 4-1/2 EA
1108-30-000 KNOWLES PIN 4-3/4 EA
1108-32-000 KNOWLES PIN 5 EA * *
1108-34-000 KNOWLES PIN 5-1/4 EA
1108-36-000 KNOWLES PIN 5-1/2 EA
1108-38-000 KNOWLES PIN 5-3/4 EA
1108-40-000 KNOWLES PIN 6 EA
1109-10-000 KNOWLES PIN 2-1/4 EA
1109-12-000 KNOWLES PIN 2-1/2 EA
1109-14-000 KNOWLES PIN 2-3/4 EA
1109-16-000 KNOWLES PIN 3 EA
1109-18-000 KNOWLES PIN 3-1/4 EA
1109-20-000 KNOWLES PIN 3-1/2 EA
1109-22-000 KNOWLES PIN 3-3/4 EA
1109-24-000 KNOWLES PIN 4 EA
1109-26-000 KNOWLES PIN 4-1/4 EA
1109-28-000 KNOWLES PIN 4-1/2 EA
1109-30-000 KNOWLES PIN 4-3/4 EA
1109-32-000 KNOWLES PIN 5 EA
- -----------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separatley with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1109-34-000 KNOWLES PIN 5-1/4 EA
1109-36-000 KNOWLES PIN 5-1/2 EA
1109-38-000 KNOWLES PIN 5-3/4 EA
1109-40-000 KNOWLES PIN 6 EA
1110-12-000 HAGIE PIN 3/32X1/8 EA
1111-12-000 HAGIE PIN 1/8X5/32 EA
1112-12-000 MOD HAGIE PIN 1/8X3/16 EA
1113-12-000 MOD HAGIE PIN 5/32X/1/4 EA
1126-00-000 DEPUY STD BARREL 130 DEG 2H EA
1126-01-000 DEPUY STD BARREL 135 DEG 2H EA
1126-02-000 DEPUY STD BARREL 140 DEG 2H EA
1126-03-000 DEPUY STD BARREL 145 DEG 2H EA
1126-04-000 DEPUY STD BARREL 150 DEG 2H EA
1126-05-000 DEPUY STD BARREL 130 DEG 3H EA
1126-06-000 DEPUY STD BARREL 135 DEG 3H EA
1126-07-000 DEPUY STD BARREL 140 DEG 3H EA
1126-08-000 DEPUY STD BARREL 145 DEG 3H EA
1126-09-000 DEPUY STD BARREL 150 DEG 3H EA
1126-10-000 DEPUY STD BARREL 130 DEG 4H EA
1126-11-000 DEPUY STD BARREL 135 DEG 4H EA * *
1126-12-000 DEPUY STD BARREL 140 DEG 4H EA
1126-13-000 DEPUY STD BARREL 145 DEG 4H EA
1126-14-000 DEPUY STD BARREL 150 DEG 4H EA
1126-15-000 DEPUY STD BARREL 130 DEG 5H EA
1126-16-000 DEPUY STD BARREL 135 DEG 5H EA
1126-17-000 DEPUY STD BARREL 140 DEG 5H EA
1126-18-000 DEPUY STD BARREL 145 DEG 5H EA
1126-19-000 DEPUY STD BARREL 150 DEG 5H EA
1126-20-000 DEPUY STD BARREL 130 DEG 6H EA
1126-21-000 DEPUY STD BARREL 135 DEG 6H EA
1126-22-000 DEPUY STD BARREL 140 DEG 6H EA
1126-23-000 DEPUY STD BARREL 145 DEG 6H EA
1126-24-000 DEPUY STD BARREL 150 DEG 6H EA
1126-25-000 DEPUY STD BARREL 130 DEG 8H EA
1126-26-000 DEPUY STD BARREL 135 DEG 8H EA
1126-27-000 DEPUY STD BARREL 140 DEG 8H EA
1126-28-000 DEPUY STD BARREL 145 DEG 8H EA
1126-29-000 DEPUY STD BARREL 150 DEG 8H EA
1126-30-000 DEPUY STD BARREL 130 DEG 10H EA
1126-31-000 DEPUY STD BARREL 135 DEG I0H EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1126-32-000 DEPUY STD BARREL 140 DEG 10H EA
1126-33-000 DEPUY STD BARREL 145 DEG 10H EA
1126-34-000 DEPUY STD BARREL 150 DEG 10H EA
1126-35-000 DEPUY STD BARREL 130 DEG 10H EA
1126-36-000 DEPUY STD BARREL 135 DEG 10H EA
1126-37-000 DEPUY STD BARREL 140 DEG 10H EA
1126-38-000 DEPUY STD BARREL 145 DEG 10H EA
1126-39-000 DEPUY STD BARREL 150 DEG 10H EA
1126-40-000 DEPUY STD BARREL 130 DEG 10H EA
1126-41-000 DEPUY STD BARREL 135 DEG 10H EA
1126-42-000 DEPUY STD BARREL 140 DEG 10H EA
1126-43-000 DEPUY STD BARREL 145 DEG 10H EA
1126-44-000 DEPUY STD BARREL 150 DEG 10H EA
1126-55-000 DEPUY SHORT BARREL 130 DEG 5H EA
1126-56-000 DEPUY SHORT BARREL 135 DEG 5H EA
1126-57-000 DEPUY SHORT BARREL 140 DEG 5H EA
1126-58-000 DEPUY SHORT BARREL 145 DEG 5H EA
1126-59-000 DEPUY SHORT BARREL 150 DEG 5H EA
1126-60-000 DEPUY SUPR COND CHS 90 DEG 8H EA
1126-61-000 DEPUY SUPR COND CHS 90 DEG 10H EA
1126-62-000 DEPUY SUPR COND CHS 90 DEG 12H EA * *
1126-63-000 DEPUY SUPR COND CHS 95 DEG 8H EA
1126-64-000 DEPUY SUPR COND CHS 95 DEG 10H EA
1126-65-000 DEPUY SUPR COND CHS 95 DEG 12H EA
1127-00-000 DEPUY CHS LAG SCREW 55MM EA
1127-02-000 DEPUY CHS LAG SCREW 60MM EA
1127-04-000 DEPUY CHS LAG SCREW 65MM EA
1127-06-000 DEPUY CHS LAG SCREW 70MM EA
1127-08-000 DEPUY CHS LAG SCREW 75MM EA
1127-10-000 DEPUY CHS LAG SCREW 80MM EA
1127-12-000 DEPUY CHS LAG SCREW 85MM EA
1127-14-000 DEPUY CHS LAG SCREW 90MM EA
1127-16-000 DEPUY CHS LAG SCREW 95MM EA
1127-18-000 DEPUY CHS LAG SCREW 100MM EA
1127-20-000 DEPUY CHS LAG SCREW 105MM EA
1127-22-000 DEPUY CHS LAG SCREW 110MM EA
1127-24-000 DEPUY CHS LAG SCREW 115MM EA
1127-26-000 DEPUY CHS LAG SCREW 120MM EA
1127-28-000 DEPUY CHS LAG SCREW 125MM EA
1127-30-000 DEPUY CHS LAG SCREW 130MM EA
1127-40-000 DEPUY SUPER LAG SCREW 55MM EA
1127-42-000 DEPUY SUPER LAG SCREW 60MM EA
1127-44-000 DEPUY SUPER LAG SCREW 65MM EA
1127-46-000 DEPUY SUPER LAG SCREW 70MM EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1127-48-000 DEPUY SUPER LAG SCREW 75MM EA
1127-50-000 DEPUY SUPER LAG SCREW 80MM EA
1127-52-000 DEPUY SUPER LAG SCREW 85MM EA
1127-54-000 DEPUY SUPER LAG SCREW 90MM EA
1127-56-000 DEPUY SUPER LAG SCREW 95MM EA
1127-58-000 DEPUY SUPER LAG SCREW 100MM EA
1127-60-000 DEPUY SUPER LAG SCREW 105MM EA
1127-62-000 DEPUY SUPER LAG SCREW 110MM EA
1127-64-000 DEPUY SUPER LAG SCREW 115MM EA
1127-66-000 DEPUY SUPER LAG SCREW 120MM EA
1127-68-000 DEPUY SUPER LAG SCREW 125MM EA
1127-70-000 DEPUY SUPER LAG SCREW 130MM EA
1127-84-000 DEPUY CHS COMP SCREW 10MM EA
1127-86-000 DEPUY CHS COMP SCREW 15MM EA
1127-94-000 DEPUY CHS COMP SCREW 20MM EA
1127-96-000 DEPUY CHS COMP SCREW 25MM EA
1131-40-000 CANAKIS PIN 2-1/2X5/32 EA
1131-42-000 CANAKIS PIN 2-3/4X5/32 EA
1131-44-000 CANAKIS PIN 3X5/32 EA
1131-46-000 CANAKIS PIN 3-1/4X5/32 EA
1131-48-000 CANAKIS PIN 3-1/2X5/32 EA
1131-50-000 CANAKIS PIN 3-3/4X5/32 EA * *
1131-52-000 CANAKIS PIN 4X5/32 EA
1131-54-000 CANAKIS PIN 4-1/4X5/32 EA
1131-56-000 CANAKIS PIN 4-1/2X5/32 EA
1131-58-000 CANAKIS PIN 4-3/4X5/32 EA
1131-60-000 CANAKIS PIN 5X5/32 EA
1131-62-000 CANAKIS PIN 5-1/4X5/32 EA
1131-64-000 CANAKIS PIN 5-1/2X5/32 EA
1131-66-000 CANAKIS PIN 5-3/4X5/32 EA
1131-68-000 CANAKIS PIN 6X5/32 EA
1444-00-000 PIN SET 3/32 SE
1444-10-000 RACK FOR 3/32 PINS EA
1445-10-000 PIN 1 X 3/32 EA
1445-12-000 PIN 1-1/4 X 3/32 EA
1445-14-000 PIN 1-1/2 X 3/32 EA
1445-16-000 PIN 1-3/4 X 3/32 EA
1445-18-000 PIN 2 X 3/32 EA
1445-20-000 PIN 2-1/4 X 3/32 EA
1445-22-000 PIN 2-1/2 X 3/32 EA
1445-24-000 PIN 2-3/4 X 3/32 EA
1445-26-000 PIN 3 X 3/32 EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions ommitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1445-28-000 PIN 3-1/4 x 3/32 EA
1445-30-000 PIN 3-1/2 x 3/32 EA
1445-32-000 PIN 3-3/4 x 3/32 EA
1445-34-000 PIN 4 x 3/32 EA
1446-00-000 PIN SET 1/8 SE
1446-10-000 PACK FOR 1/8 PINS EA
1447-10-000 PIN 4 x 1/8 EA
1447-12-000 PIN 4-1/2 x 1/8 EA
1447-14-000 PIN 5 x 1/8 EA
1447-16-000 PIN 5-1/2 x 1/8 EA
1447-18-000 PIN 6 x 1/8 EA
1447-20-000 PIN 6-1/2 x 1/8 EA
1447-22-000 PIN 7 x 1/8 EA
1447-24-000 PIN 7-1/2 x 1/8 EA
1447-26-000 PIN 8 x 1/8 EA
1447-28-000 PIN 8-1/2 x 1/8 EA
1447-30-000 PIN 9 x 1/8 EA
1447-32-000 PIN 9-1/2 x 1/8 EA
1447-34-000 PIN 10 x 1/8 EA * *
1448-00-000 PIN SET 3/16 SE
1448-10-000 RACK FOR 3/16 PINS EA
1449-10-000 PIN 8 x 3/16 EA
1449-12-000 PIN 8-3/4 x 3/16 EA
1449-14-000 PIN 9-1/2 x 3/16 EA
1449-16-000 PIN 10-1/4 x 3/16 EA
1449-18-000 PIN 11 x 3/16 EA
1449-20-000 PIN 11-3/4 x 3/16 EA
1449-22-000 PIN 12-1/2 x 3/16 EA
1449-24-000 PIN 13-1/4 x 3/16 EA
1449-26-000 PIN 14 x 3/16 EA
1450-00-000 PIN SET 1/4 SE
1450-00-000 RACK FOR 1/4 PINS EA
1451-10-000 PIN 11 x 1/4 EA
1451-12-000 PIN 11-3/4 x 1/4 EA
1451-14-000 PIN 12-1/2 x 1/4 EA
1451-16-000 PIN 13-1/4 x 1/4 EA
1451-18-000 PIN 14 x 1/4 EA
1451-20-000 PIN 14-3/4 x 1/4 EA
1451-22-000 PIN 15-1/2 x 1/4 EA
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1451-24-000 PIN 16-1/4X1/4 EA
1451-26-000 PIN 17X1/4 EA
1453-10-000 TRACTION PIN 5/64X9 IN EA
1453-12-000 TRACTION PIN 3/32X9 IN EA
1453-14-000 TRACTION PIN 7/64X9 IN EA
1453-16-000 TRACTION PIN 1/8X9 IN EA
1453-18-000 TRACTION PIN 9/64X9 IN EA
1453-20-000 TRACTION PIN 5/32X9 IN EA
1453-30-000 TRACTION PIN 5/32X9, 1-1/2 TH EA
1453-50-000 UNILATERAL TRAC. PIN 6X5/32 EA
1454-00-000 BILOS PIN SET W/CASE SE
1454-02-000 BILOS PIN STER/STOR CASE EA
1454-10-000 BILOS PIN .045X1.30 SM EA
1454-12-000 BILOS PIN .062X1.30 LG EA
1454-20-000 BILOS PIN .045X.60 SM EA
1454-22-000 BILOS PIN .062X.60 LG EA
1454-30-000 BILOS PIN .045X.80 SM EA * *
1454-32-000 BILOS PIN .062X.80 LG EA
1455-00-000 FIN IMPLANT SET (2 EA) SE
1455-27-000 FLEX INTR NAIL 27 CM EA
1455-28-000 FLEX INTR NAIL 28 CM EA
1455-29-000 FLEX INTR NAIL 29 CM EA
1455-30-000 FLEX INTR NAIL 30 CM EA
1455-31-000 FLEX INTR NAIL 31 CM EA
1455-32-000 FLEX INTR NAIL 32 CM EA
1455-33-000 FLEX INTR NAIL 33 CM EA
1455-34-000 FLEX INTRA NAIL 34 CM EA
1455-35-000 FLEX INTRA NAIL 35 CM EA
1455-36-000 FLEX INTRA NAIL 36 CM EA
1455-37-000 FLEX INTRA NAIL 37 CM EA
1455-38-000 FLEX INTRA NAIL 38 CM EA
1455-39-000 FLEX INTRA NAIL 39 CM EA
1455-40-000 FLEX INTRA NAIL 40 CM EA
1455-41-000 FLEX INTRA NAIL 41 CM EA
1455-42-000 FLEX INTRA NAIL 42 CM EA
1455-43-000 FLEX INTRA NAIL 43 CM EA
1455-44-000 FLEX INTRA NAIL 44 CM EA
1455-45-000 FLEX INTRA NAIL 45 CM EA
1455-46-000 FLEX INTRA NAIL 46 CM EA
1455-47-000 FLEX INTRA NAIL 47 CM EA
1455-48-000 FLEX INTRA NAIL 48 CM EA
1455-49-000 FLEX INTRA NAIL 49 CM EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1456-00-000 3.5MM FIN IMPLANT SET (2 EA) SE
1456-20-000 3.5 FLEX INTRA NAIL 20 CM EA
1456-21-000 3.5 FLEX INTRA NAIL 21 CM EA
1456-22-000 3.5 FLEX INTRA NAIL 22 CM EA
1456-23-000 3.5 FLEX INTRA NAIL 23 CM EA
1456-24-000 3.5 FLEX INTRA NAIL 24 CM EA
1456-25-000 3.5 FLEX INTRA NAIL 25 CM EA
1456-26-000 3.5 FLEX INTRA NAIL 26 CM EA
1456-27-000 3.5 FLEX INTRA NAIL 27 CM EA
1456-28-000 3.5 FLEX INTRA NAIL 28 CM EA
1456-29-000 3.5 FLEX INTRA NAIL 29 CM EA
1456-30-000 3.5 FLEX INTRA NAIL 30 CM EA
1456-31-000 3.5 FLEX INTRA NAIL 31 CM EA
1456-32-000 3.5 FLEX INTRA NAIL 32 CM EA
1456-33-000 3.5 FLEX INTRA NAIL 33 CM EA
1456-34-000 3.5 FLEX INTRA NAIL 34 CM EA
1456-35-000 3.5 FLEX INTRA NAIL 35 CM EA
1456-36-000 3.5 FLEX INTRA NAIL 36 CM EA
1456-37-000 3.5 FLEX INTRA NAIL 37 CM EA
1456-38-000 3.5 FLEX INTRA NAIL 38 CM EA * *
1457-00-000 4.0MM FIN IMPLANT SET (2 EA) SE
1457-20-000 4.0 FLEX INTRA NAIL 20 CM EA
1457-21-000 4.0 FLEX INTRA NAIL 21 CM EA
1457-22-000 4.0 FLEX INTRA NAIL 22 CM EA
1457-23-000 4.0 FLEX INTRA NAIL 23 CM EA
1457-24-000 4.0 FLEX INTRA NAIL 24 CM EA
1457-25-000 4.0 FLEX INTRA NAIL 25 CM EA
1457-26-000 4.0 FLEX INTRA NAIL 26 CM EA
1457-27-000 4.0 FLEX INTRA NAIL 27 CM EA
1457-28-000 4.0 FLEX INTRA NAIL 28 CM EA
1457-29-000 4.0 FLEX INTRA NAIL 29 CM EA
1457-30-000 4.0 FLEX INTRA NAIL 30 CM EA
1457-31-000 4.0 FLEX INTRA NAIL 31 CM EA
1457-32-000 4.0 FLEX INTRA NAIL 32 CM EA
1457-33-000 4.0 FLEX INTRA NAIL 33 CM EA
1457-34-000 4.0 FLEX INTRA NAIL 34 CM EA
1457-35-000 4.0 FLEX INTRA NAIL 35 CM EA
1457-36-000 4.0 FLEX INTRA NAIL 36 CM EA
1457-37-000 4.0 FLEX INTRA NAIL 37 CM EA
1457-38-000 4.0 FLEX INTRA NAIL 38 CM EA
1458-00-000 4.5 F.I.N IMPLANT SET SE
1458-34-000 4.5MM S SHAPE FIN 34CM EA
- ---------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
Catalog No. Description U/M Base Price Committed
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1458-35-000 4.5MM S SHAPE FIN 35CM EA
1458-36-000 4.5MM S SHAPE FIN 36CM EA
1458-37-000 4.5MM S SHAPE FIN 37CM EA
1458-38-000 4.5MM S SHAPE FIN 38CM EA
1458-39-000 4.5MM S SHAPE FIN 39CM EA
1458-40-000 4.5MM S SHAPE FIN 40CM EA
1458-41-000 4.5MM S SHAPE FIN 41CM EA
1458-42-000 4.5MM S SHAPE FIN 42CM EA
1458-43-000 4.5MM S SHAPE FIN 43CM EA
1458-44-000 4.5MM S SHAPE FIN 44CM EA
1458-45-000 4.5MM S SHAPE FIN 45CM EA
1458-46-000 4.5MM S SHAPE FIN 46CM EA
1458-47-000 4.5MM S SHAPE FIN 47CM EA
1458-48-000 4.5MM S SHAPE FIN 48CM EA
1458-49-000 4.5MM S SHAPE FIN 49CM EA * *
1460-00-000 7MM CANNULATED SCREW SET SE
1460-10-000 7MM CANN SCREW 25MM 16MM THD EA
1460-12-000 7MM CANN SCREW 30MM 16MM THD EA
1460-14-000 7MM CANN SCREW 35MM 16MM THD EA
1460-16-000 7MM CANN SCREW 40MM 16MM THD EA
1460-18-000 7MM CANN SCREW 45MM 16MM THD EA
1460-20-000 7MM CANN SCREW 50MM 16MM THD EA
1460-22-000 7MM CANN SCREW 55MM 16MM THD EA
1460-24-000 7MM CANN SCREW 60MM 16MM THD EA
1460-26-000 7MM CANN SCREW 65MM 16MM THD EA
1460-28-000 7MM CANN SCREW 70MM 16MM THD EA
1460-30-000 7MM CANN SCREW 75MM 16MM THD EA
1460-32-000 7MM CANN SCREW 80MM 16MM THD EA
1460-34-000 7MM CANN SCREW 85MM 16MM THD EA
1460-36-000 7MM CANN SCREW 90MM 16MM THD EA
1460-38-000 7MM CANN SCREW 95MM 16MM THD EA
1460-40-000 7MM CANN SCREW 100MM 16MM THD EA
1460-42-000 7MM CANN SCREW 105MM 16MM THD EA
1460-44-000 7MM CANN SCREW 110MM 16MM THD EA
1460-46-000 7MM CANN SCREW 115MM 16MM THD EA
1460-48-000 7MM CANN SCREW 120MM 16MM THD EA
1460-50-000 7MM CANN SCREW 125MM 16MM THD EA
1460-52-000 7MM CANN SCREW 130MM 16MM THD EA
1461-18-000 7MM CANN SCREW 45MM 32MM THD EA
1461-20-000 7MM CANN SCREW 50MM 32MM THD EA
1461-22-000 7MM CANN SCREW 55MM 32MM THD EA
1461-24-000 7MM CANN SCREW 60MM 32MM THD EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1461-26-000 7MM CANN SCREW 65MM 32MM THD EA
1461-28-000 7MM CANN SCREW 70MM 32MM THD EA
1461-30-000 7MM CANN SCREW 75MM 32MM THD EA
1461-32-000 7MM CANN SCREW 80MM 32MM THD EA
1461-34-000 7MM CANN SCREW 85MM 32MM THD EA
1461-36-000 7MM CANN SCREW 90MM 32MM THD EA
1461-38-000 7MM CANN SCREW 95MM 32MM THD EA
1461-40-000 7MM CANN SCREW 100MM 32MM THD EA
1461-42-000 7MM CANN SCREW 105MM 32MM THD EA
1461-44-000 7MM CANN SCREW 11OMM 32MM THD EA
1461-46-000 7MM CANN SCREW 115MM 32MM THD EA
1461-48-000 7MM CANN SCREW 120MM 32MM THD EA
1461-50-000 7MM CANN SCREW 125MM 32MM THD EA
1461-52-000 7MM CANN SCREW 130MM 32MM THD EA
1462-00-000 4MM CANN SCREW SET W/INSTR. SE
1462-10-000 4MM CANN SCREW 10MM PART THD EA
1462-12-000 4MM CANN SCREW 12MM PART THD EA
1462-14-000 4MM CANN SCREW 14MM PART THD EA
1462-16-000 4MM CANN SCREW 16MM PART THD EA
1462-18-000 4MM CANN SCREW 18MM PART THD EA * *
1462-20-000 4MM CANN SCREW 20MM PART THD EA
1462-22-000 4MM CANN SCREW 22MM PART THD EA
1462-24-000 4MM CANN SCREW 24MM PART THD EA
1462-26-000 4MM CANN SCREW 26MM PART THD EA
1462-28-000 4MM CANN SCREW 28MM PART THD EA
1462-30-000 4MM CANN SCREW 30MM PART THD EA
1462-32-000 4MM CANN SCREW 32MM PART THD EA
1462-34-000 4MM CANN SCREW 34MM PART THD EA
1462-36-000 4MM CANN SCREW 36MM PART THD EA
1462-38-000 4MM CANN SCREW 38MM PART THD EA
1462-40-000 4MM CANN SCREW 40MM PART THD EA
1462-42-000 4MM CANN SCREW 42MM PART THD EA
1462-44-000 4MM CANN SCREW 44MM PART THD EA
1462-46-000 4MM CANN SCREW 46MM PART THD EA
1462-48-000 4MM CANN SCREW 48MM PART THD EA
1462-50-000 4MM CANN SCREW 50MM PART THD EA
1462-52-000 4MM CANN SCREW 52MM PART THD EA
1462-54-000 4MM CANN SCREW 54MM PART THD EA
1462-56-000 4MM CANN SCREW 56MM PART THD EA
1462-58-000 4MM CANN SCREW 58MM PART THD EA
1462-60-000 4MM CANN SCREW 60MM PART THD EA
1600-00-000 JURGAN PIN BALL 3/8 DIA ST
1600-01-000 JURGAN FIX BALL 1/2 IN DIA ST
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1600-02-000 JURGAN BABY BALL 1/4 IN DIA ST
1600-03-000 JURGAN SCREW DRIVER LG EA
1600-04-000 JURGAN SCREW DRIVER BABY EA
1600-05-000 JURGAN POLYMER STER CASE 3/8 EA
1600-06-000 JURGAN POLYMER STER CASE 1/2 EA
1600-07-000 JURGAN POLYMER STER CASE 1/4IN EA
1600-12-000 PK/6 CAL WIRE 3/32X9 BAY PK
1600-16-000 PK/6 CAL WIRE 3/32X9 TRO PK
1600-20-000 JURGAN.028 WIRE BALL 3/8 DIA PK
1600-21-000 JURGAN.035 WIRE BALL 3/8 DIA PK
1600-22-000 JURGAN.045 WIRE BALL 3/8 DIA PK
1600-23-000 JURGAN.062 WIRE BALL 3/8 DIA PK
1600-24-000 JURGAN 5/64 WIRE BALL 3/8 DIA PK
1600-25-000 JURGAN 3/32 WIRE BALL 3/8 DIA PK
1600-26-000 JURGAN 7/64-1/8 WIRE BALL 3/8 PK
1600-27-000 JURGAN 9/64-5/32 WIRE BALL 1/2 PK
1600-28-000 JURGAN 3/16 WIRE BALL 1/2 DIA PK
1600-29-000 JURGAN 1/4 WIRE BALL 1/2 DIA PK
1600-30-000 JURGAN.028 BABY PIN BALLS 1/4 PK
1600-31-000 JURGAN.035 BABY PIN BALLS 1/4 PK * *
1600-32-000 JURGAN.045 BABY PIN BALLS 1/4 PK
1601-12-000 PK/6 CAL WIRE 3/32X9 BAY PK
1601-16-000 PK/6 CAL WIRE 3/32X9 TRO PK
1601-18-000 PK/6 CAL WIRE 3/32X9 THRD BAY PK
1601-20-000 PK/6 CAL WIRE 3/32X9 THRD TRO PK
1601-22-000 PK/6 SUTURE PASSER 3/32X9 BAY PK
1601-30-000 PK/6 K WIRE 028X9 TRO PK
1601-31-000 PK/6 K WIRE 028X9 DBL TRO PK
1601-32-000 PK/6 K WIRE 054X9 DBL TRO PK
1601-36-000 PK/6 K WIRE 028X9 BAY PK
1601-37-000 PK/6 K WIRE 028X9 DBL BAY PK
1601-38-000 PK/6 K WIRE 035X9 DBL BAY PK
1601-39-000 PK/6 K WIRE 045X9 DBL BAY PK
1601-40-000 PK/6 K WIRE 054X9 DBL BAY PK
1601-41-000 PK/6 K WIRE 062X9 DBL BAY PK
1602-14-000 PK/6 K WIRE 035X9 TRO PT PK
1603-14-000 PK/6 K WIRE 035X9 BAY PT PK
1604-14-000 PK/6 K WIRE 045X9 TRO PT PK
1605-15-000 PK/6 K WIRE 045X9 BAY PT PK
- -----------------------------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1606-14-000 PK/6 K WIRE 054X9 TRO PT PK
1607-14-000 PK/6 K WIRE 054X9 BAY PT PK
1608-14-000 PK/6 K WIRE 062X9 TRO PT PK
1609-14-000 PK/6 K WIRE 062X9 BAY PT PK
1610-18-000 PK/6 THR K WIRE 062X9 TRO PT PK
1610-58-000 PK/6 THR K WIRE .062X9 BAY PK
1611-18-000 PK/6 THR ST PIN 5/64X9 TRO PK
1611-58-000 PK/6 THR ST PIN 5/64X9 BAY PK
1612-18-000 PK/6 THR ST PIN 3/32X9 TRO PK
1612-58-000 PK/6 THR ST PIN 3/32X9 BAY PK
1613-18-000 PK/6 THR ST WIRE 7/64X9 TRO PK
1613-58-000 PK/6 THR ST WIRE 7/64X9 BAY PK * *
1614-18-000 PK/6 THR ST PIN 1/8X9 TRO PK
1614-58-000 PK/6 THR ST PIN 1/8X9 BAY PK
1615-18-000 PK/6 THR ST PIN 9/64X9 TRO PK
1615-58-000 PK/6 THR ST PIN 9/64X9 BAY PK
1616-18-000 PK/6 THR ST PIN 5/32X9 TRO PK
1616-58-000 PK/6 THR ST PIN 5/32X9 BAY PK
1617-18-000 PK/6 THR ST PIN 3/16X9 TRO PT PK
1617-56-000 PK/6 THR ST PIN 3/16X9 DBL TRO PK
1617-60-000 PK/6 THR ST PIN 5/64X9 DBL TRO PK
1617-61-000 PK/6 THR ST PIN 3/32X9 DBL TRO PK
1617-62-000 PK/6 THR ST PIN 7/64X9 DBL TRO PK
1617-63-000 PK/6 THR ST PIN 1/8X9 DBL TRO PK
1617-64-000 PK/6 THR ST PIN 9/64X9 DBL TRO PK
1617-65-000 PK/6 THR ST PIN 5/32X9 DBL TRO PK
1617-66-000 PK/6 THR ST PIN 3/16X9 DBL TRO PK
1617-70-000 PK/6 THR ST PIN 5/64X9 DBL BAY PK
1617-71-000 PK/6 THR ST PIN 3/32X9 DBL BAY PK
1617-72-000 PK/6 THR ST PIN 7/64X9 DBL BAY PK
1617-73-000 PK/6 THR ST PIN 1/8X9 DBL BAY PK
1617-74-000 PK/6 THR ST PIN 9/64X9 DBL BAY PK
1617-75-000 PK/6 THR ST PIN 5/32X9 DBL BAY PK
1617-76-000 PK/6 THR ST PIN 3/16X9 DBL BAY PK
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1618-18-000 CROWE PT ST PIN 3/32X9 EA
1619-18-000 CROWE PT ST PIN 7/64X9 EA
1620-18-000 CROWE PT ST PIN 1/8X9 EA
1621-18-000 CROWE PT ST PIN 9/64X9 EA
1622-18-000 CROWE PT ST PIN 5/32X9 EA
1623-18-000 CROWE PT ST PIN 3/16X9 EA
1624-18-000 PK/6 ST PIN 5/64X9 TRO PT PK
1624-38-000 PK/6 ST PIN 5/64X9 DBL TRO PK
1625-18-000 PK/6 ST PIN 3/32X9 TRO PK
1625-38-000 PK/6 ST PIN 3/32X9 DBL TRO PK
1626-18-000 PK/6 ST PIN 7/64X9 TRO PK * *
1626-38-000 PK/6 ST PIN 7/64X9 DBL TRO PK
1627-18-000 ST PIN 1/8 X 9 TRO EA
1627-38-000 PK/6 ST PIN 1/8X9 DBL TRO PK
1628-18-000 PK/6 ST PIN 9/64X9 TRO PK
1628-38-000 PK/6 ST PIN 9/64X9 DBL TRO PK
1629-18-000 PK/6 ST PIN 5/32X9 TRO PK
1629-38-000 PK/6 ST PIN 5/32X9 DBL TRO PK
1630-18-000 PK/6 ST PIN 3/16X9 TRO PK
1630-38-000 PK/6 ST PIN 3/16X9 DBL TRO PK
1631-18-000 PK/6 ST PIN 5/64X9 BAY PK
1631-20-000 PK/6 DBL BAY ST PIN 5/64X9 PK
1631-21-000 PK/6 DBL BAY ST PIN 3/32X9 PK
1631-22-000 PK/6 DBL BAY ST PIN 7/64X9 PK
1631-23-000 PK/6 DBL BAY ST PIN 1/8X9 PK
1631-24-000 PK/6 DBL BAY ST PIN 9/64X9 PK
1631-25-000 PK/6 DBL BAY ST PIN 5/32X9 PK
1631-26-000 PK/6 DBL BAY ST PIN 3/16X9 PK
1632-18-000 PK/6 ST PIN 3/32X9 BAY PK
- ------------------------------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1633-18-000 PK/6 ST PIN 7/64X9 BAY PK
1634-18-000 PK/6 ST PIN 1/8X9 BAY PK
1635-18-000 PK/6 ST PIN 9/64X9 BAY PK
1636-18-000 PK/6 ST PIN 5/32X9 BAY PK
1637-18-000 PK/6 ST PIN 3/16X9 BAY PK
1638-18-000 PK/6 THR K WIRE 028X9 TRO PK
1638-22-000 PK/6 THR K WIRE 028X9 BAY PK
1638-24-000 PK/6 THR K WIRE 035X9 BAY PK
1638-26-000 PK/6 THR K WIRE 045X9 BAY PK
1638-28-000 PK/6 THR K WIRE 054X9 BAY PK
1638-32-000 PK/6 THR K WIRE 028X9 DBL TRO PK
1638-34-000 PK/6 THR K WIRE 035X9 DBL TRO PK
1638-36-000 PK/6 THR K WIRE 045X9 DBL TRO PK
1638-38-000 PK/6 THR K WIRE 054X9 DBL TRO PK
1638-40-000 PK/6 THR K WIRE 062X9 DBL TRO PK
1638-42-000 PK/6 THR K WIRE 028X9 DBL BAY PK
1638-44-000 PK/6 THR K WIRE 035X9 DBL BAY PK
1638-46-000 PK/6 THR K WIRE 045X9 DBL BAY PK
1638-48-000 PK/6 THR K WIRE 054X9 DBL BAY PK * *
1638-50-000 PK/6 THR K WIRE 062X9 DBL BAY PK
1639-18-000 PK/6 THR K WIRE 035X9 TRO PK
1640-18-000 PK/6 THR K WIRE 045X9 TRO PK
1641-18-000 PK/6 THR K WIRE 054X9 PK
1642-00-000 PK/6 K WIRE 028X4 DBL TRO PK
1643-10-000 PK/6 K WIRE 035X4 DBL TRO PK
1644-10-000 PK/6 K WIRE 045X4 DBL TRO PK
1645-10-000 PK/6 K WIRE 054X4 DBL TRO PK
1646-10-000 PK/6 K WIRE 062X4 DBL TRO PK
1647-10-000 PK/6 K WIRE 035X9 DBL TRO PK
1648-10-000 PK/6 K WIRE 045X9 DBL TRO PK
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed seperately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1649-10-000 PK/6 K WIRE 062X9 DBL TRO PK
1650-00-000 PK/6 K WIRE 028X4 TRO PK
1650-01-000 PK/6 K WIRE 035X4 TRO PK
1650-02-000 PK/6 K WIRE 045X4 TRO PK
1650-03-000 PK/6 K WIRE 054X4 TRO PK
1650-04-000 PK/6 K WIRE 062X4 TRO PK
1650-10-000 PK/6 K WIRE 028X4 BAY PK
1650-11-000 PK/6 K WIRE 035X4 BAY PK
1650-12-000 PK/6 K WIRE 045X4 BAY PK
1650-13-000 PK/6 K WIRE 054X4 BAY PK
1650-14-000 PK/6 K WIRE 062X4 BAY PK
1650-20-000 PK/6 K WIRE 028X4 DBL BAY PK
1650-21-000 PK/6 K WIRE 035X4 DBL BAY PK
1650-22-000 PK/6 K WIRE 045X4 DBL BAY PK
1650-23-000 PK/6 K WIRE 054X4 DBL BAY PK * *
1650-24-000 PK/6 K WIRE 062X4 DBL BAY PK
1651-00-000 1/8IN GD PIN CHS 230MM EA
1651-01-000 ST PIN 5/64 X 9 THRD TRO EA
1651-02-000 TIB OSTEO PLATE GROOVED PIN EA
1651-10-000 .045 X 12 SS K-WIRE EA
1651-12-000 .062 X 12 SS K-WIRE EA
1651-20-000 .045 X 9 FLEX K-WIRE EA
1651-22-000 .062 X 9 FLEX K-WIRE EA
1652-00-000 6 K WIRE .028X9 DBL TRO S BX
1652-01-000 6 THR K WIRE .028X9 DBL TRO S BX
1652-02-000 6 K WIRE .028X9 TOR S BX
1652-03-000 6 THR K WIRE .028X9 TRO S BX
1652-04-000 6 WIRE .028X9 BAY S BX
1652-05-000 6 THR K WIRE .028X9 BAY S BX
1652-06-000 6 K WIRE .028X9 DBL BAY S BX
1652-07-000 6 THR K WIRE .028X9 DBL BAY S BX
1652-10-000 6 K WIRE .035X9 DBL TRO S BX
1652-11-000 6 THR K WIRE .035X9 DBL TRO S BX
1652-12-000 6 K WIRE .035X9 TRO PT S BX
1652-13-000 6 THR K WIRE .035X9 TRO S BX
1652-14-000 6 K WIRE .035X9 BAY PT S BX
1652-15-000 6 THR K WIRE .035X9 BAY S BX
1652-16-000 6 K WIRE .035X9 DBL BAY S BX
1652-17-000 6 THR K WIRE .035X9 DBL BAY S BX
1652-20-000 6 K WIRE .045X9 DBL TRO S BX
1652-21-000 6 THR K WIRE .045X9 DBL TRO S BX
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed seperately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1652-22-000 6 K WIRE .045X9 TRO PT S BX
1652-23-000 6 THR K WIRE .045X9 TRO S BX
1652-24-000 6 K WIRE .045X9 BAY PT S BX
1652-25-000 6 THR K WIRE .045X9 BAY S BX
1652-26-000 6 K WIRE .045X9 DBL BAY S BX
1652-27-000 6 THR K WIRE .045X9 DBL BAY S BX
1652-30-000 6 K WIRE .054X9 DBL TOR S BX
1652-31-000 6 THR K WIRE .054X9 DBL TRO S BX
1652-32-000 6 K WIRE .054X9 TRO PT S BX
1652-33-000 6 THR K WIRE .054X9 TRO S BX
1652-34-000 6 K WIRE .054X9 BAY PT S BX
1652-35-000 6 THR K WIRE .054X9 BAY S BX
1652-36-000 6 K WIRE .054X9 DBL BAY S BX
1652-37-000 6 THR K WIRE .054X9 DBL BAY S BX
1652-40-000 6 K WIRE .062X9 DBL TRO S BX * *
1652-41-000 6 THR K WIRE .062X9 DBL TRO S BX
1652-42-000 6 K WIRE .062X9 TRO PT S BX
1652-43-000 6 THR K WIRE .062X9 TRO PT S BX
1652-44-000 6 K WIRE .062X9 BAY PT S BX
1652-45-000 6 THR K WIRE .062X9 BAY S BX
1652-46-000 6 K WIRE .062X9 DBL BAY S BX
1652-47-000 6 THR K WIRE .062X9 DBL BAY S BX
1652-55-000 6 K WIRE .028X4 DBL TRO S BX
1652-56-000 6 K WIRE .028X4 TRO S BX
1652-57-000 6 K WIRE .028X4 BAY S BX
1652-58-000 6 K WIRE .028X4 DBL BAY S BX
1652-59-000 6 K WIRE .028X6 DBL TRO S BX
1652-65-000 6 K WIRE .035X4 DBL TRO S BX
1652-66-000 6 K WIRE .035X4 TRO S BX
1652-67-000 6 K WIRE .035X4 BAY S BX
1652-68-000 6 K WIRE .035X4 DBL BAY S BX
1652-69-000 6 K WIRE .035X6 DBL TRO S BX
1652-75-000 6 K WIRE .045X4 DBL TRO S BX
1652-76-000 6 K WIRE .045X4 TRO S BX
1652-77-000 6 K WIRE .045X4 BAY S BX
1652-78-000 6 K WIRE .045X4 DBL BAY S BX
1652-79-000 6 K WIRE .045X6 DBL TRO S BX
1652-85-000 6 K WIRE .054X4 DBL TRO S BX
1652-86-000 6 K WIRE .054X4 TRO S BX
1652-87-000 6 K WIRE .054X4 BAY S BX
1652-88-000 6 K WIRE .054X4 DBL BAY S BX
1652-89-000 6 K WIRE .054X6 DBL TRO S BX
1652-95-000 6 K WIRE .062X4 DBL TRO S BX
1652-96-000 6 K WIRE .062X4 TRO S BX
1652-97-000 6 K WIRE .062X4 BAY S BX
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed seperately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1652-98-000 6 K WIRE .062X4 DBL BAY S BX
1652-99-000 6 K WIRE .062X6 DBL TRO S BX
1653-00-000 6 ST PIN 5/64X9 TRO S BX
1653-01-000 6 THR ST PIN 5/64X9 DBL TRO S BX
1653-02-000 6 ST PIN 5/64X9 TRO PT S BX
1653-03-000 6 THR ST PIN 5/64X9 TRO S BX
1653-04-000 6 ST PIN 5/64X9 BAY S BX
1653-05-000 6 THR ST PIN 5/64X9 BAY S BX
1653-06-000 6 ST PIN 5/64X9 DBL BAY S BX
1653-07-000 6 THR ST PIN 5/64X9 DBL BAY S BX
1653-10-000 6 ST PIN 3/32X9 DBL TRO S BX
1653-11-000 6 THR ST PIN 3/32X9 DBL TRO S BX
1653-12-000 6 ST PIN 3/32X9 TRO S BX
1653-13-000 6 THR ST PIN 3/32X9 TRO S BX
1653-14-000 6 ST PIN 3/32X9 BAY S BX
1653-15-000 6 THR ST PIN 3/32X9 BAY S BX
1653-16-000 6 DBL BAY ST PIN 3/32X9 S BX
1653-17-000 6 THR ST PIN 3/32X9 DBL BAY S BX
1653-20-000 6 ST PIN 7/64X9 DBL TRO S BX
1653-21-000 6 THR ST PIN 7/64X9 DBL TRO S BX * *
1653-22-000 6 ST PIN 7/64X9 TRO S BX
1653-23-000 6 THR ST PIN 7/64X9 TRO S BX
1653-24-000 6 ST PIN 7/64X9 BAY S BX
1653-25-000 6 THR ST PIN 7/64X9 BAY S BX
1653-26-000 6 DBL BAY ST PIN 7/64X9 S BX
1653-27-000 6 THR ST PIN 7/64X9 DBL BAY S BX
1653-30-000 6 ST PIN 1/8X9 DBL TRO S BX
1653-31-000 6 THR ST PIN 1/8X9 DBL TRO S BX
1653-32-000 6 ST PIN 1/8X9 TRO S BX
1653-33-000 6 THR ST PIN 1/8X9 TRO S BX
1653-34-000 6 ST PIN 1/8X9 BAY S BX
1653-35-000 6 THR ST PIN 1/8X9 BAY S BX
1653-36-000 6 DBL BAY ST PIN 1/8X9 S BX
1653-37-000 6 THR ST PIN 1/8X9 DBL BAY S BX
1653-40-000 6 ST PIN 9/64X9 DBL TRO S BX
1653-41-000 6 THR ST PIN 9/64X9 DBL TRO S BX
1653-42-000 6 ST PIN 9/64X9 TRO S BX
1653-43-000 6 THR ST PIN 9/64X9 TRO S BX
1653-44-000 6 ST PIN 9/64X9 BAY S BX
1653-45-000 6 THR ST PIN 9/64X9 BAY S BX
1653-46-000 6 DBL BAY ST PIN 9/64X9 S BX
1653-47-000 6 THR ST PIN 9/64X9 DBL TRO S BX
1653-50-000 6 ST PIN 5/32X9 DBL TRO S BX
1653-51-000 6 THR ST PIN 5/32X9 DBL TRO S BX
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1653-52-000 6 ST PIN 5/32X9 TRO S BX
1653-53-000 6 THR ST PIN 5/32X9 TRO S BX
1653-54-000 6 ST PIN 5/32X9 BAY S BX
1653-55-000 6 THR ST PIN 5/32X9 BAY S BX
1653-56-000 6 DBL BAY ST PIN 5/32X9 S BX
1653-57-000 6 THR ST PIN 5/32X9 DBL BAY S BX
1653-60-000 6 ST PIN 3/16X9 DBL TRO S BX
1653-61-000 6 THR ST PIN 3/16X9 DBL TRO S BX
1653-62-000 6 ST PIN 3/16X9 TRO S BX
1653-63-000 6 THR ST PIN 3/16X9 TRO S BX
1653-64-000 6 ST PIN 3/16X9 BAY S BX
1653-65-000 6 THR ST PIN 3/16X9 BAY S BX
1653-66-000 6 DBL ST PIN 3/16X9 S BX
1653-67-000 6 THR ST PIN 3/16X9 DBL BAY S BX
1653-70-000 6 SUTURE PASSER 3/32X9 S BX
1700-00-000 PARHAM BONE CLAMP EA
1701-00-000 PARHAM SS BAND EA * *
1800-10-000 S S BIT 3-1/2X1/16 EA
1800-12-000 S S BIT 3-1/2X5/64 EA
1800-14-000 S S BIT 3-1/2X3/32 EA
1800-16-000 S S BIT 3-1/2X7/64 EA
1800-18-000 S S BIT 3-1/2X1/8 EA
1800-20-000 S S BIT 3-1/2X9/64 EA
1800-22-000 S S BIT 3-1/2X5/32 EA
1800-23-000 S S BIT 3-1/2X11/64 EA
1800-24-000 S S BIT 3-1/2X3/16 EA
1801-10-000 S S BIT 5X1/16 EA
1801-12-000 S S BIT 5X5/64 EA
1801-14-000 S S BIT 5X3/32 EA
1801-16-000 S S BIT 5X7/64 EA
1801-18-000 S S BIT 5X1/8 EA
1801-20-000 S S BIT 5X9/64 EA
1801-22-000 S S BIT 5X5/32 EA
1801-23-000 S S BIT 5X11/64 EA
1801-24-000 S S BIT 5X3/16 EA
1821-10-000 DRILL BIT 1/4X7 EA
1821-11-000 DRILL BIT 5/16X7 EA
1821-12-000 DRILL BIT 3/8X7 EA
1899-14-000 CORTICAL SCREW CASE EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1899-61-000 BASIC INSTRUMENT SET SE
1899-62-000 BASIC INSTRUMENT CASE EA
1899-65-000 SCREW SET SE
1899-66-000 SCREW CASE ONLY EA
1899-69-000 PLATE SET-DUOPRESS SE
1899-70-000 DUOPRESS CASE EA
1899-81-000 SM FRAG INSTR & IMPLANT SET SE
1899-83-000 SM FRAG SET CASE EA
1899-85-000 MINI FRAG INSTR & IMPLANT SET SE
1899-86-000 MINI FRAG CASE EA
1901-60-000 CORTICAL SCREW NUT EA
1901-64-000 SPIKED DISKS 8MM DIA EA
1901-65-000 SPIKED DISKS 13.5MM DIA EA
1901-66-000 SOFT TISSUE SPIKED WASHER 13.5 EA
1901-68-000 SOFT TISSUE SUTURE WASHER EA
1901-69-000 WASHER FOR TIBIA BOLT EA
1901-70-000 WASHER, LARGE EA
1901-71-000 WASHER, SMALL EA * *
1905-02-000 EPIPHYSIS PLATE T-SHAPED EA
1905-04-000 SMALL FRAGEMENT PLATE EA
1905-06-000 EPIPHYSIS PLATE RT 90D EA
1905-08-000 EPIPHYSIS PLATE LT 90D EA
1905-10-000 EPIPHYSIS PLATE RT 110D EA
1905-12-000 EPIPHYSIS PLATE LT 110D EA
1905-20-000 EPIPHYSIS MINI PLATE RT 90D EA
1905-22-000 EPIPHYSIS MINI PLATE LT 90D EA
1905-24-000 EPIPHYSIS MINI PLATE RT 110D EA
1905-26-000 EPIPHYSIS MINI PLATE LT 110D EA
1905-28-000 EPIPHYSIS MINI PLATE T-SHAPED EA
1905-30-000 1/3 TUBULAR PLATE 25MMX2HOLE EA
1905-32-000 1/3 TUBULAR PLATE 37MMX3HOLE EA
1905-34-000 1/3 TUBULAR PLATE 49MMX4HOLE EA
1905-36-000 1/3 TUBULAR PLATE 61MMX5HOLE EA
1905-38-000 1/3 TUBULAR PLATE 73MMX6HOLE EA
1905-40-000 1/3 TUBULAR PLATE 85MMX7HOLE EA
1905-42-000 1/3 TUBULAR PLATE 97MMX8HOLE EA
1905-44-000 MINI STRAIGHT PLATE 3 HOLE EA
1905-46-000 MINI STRAIGHT PLATE 4 HOLE EA
1905-48-000 MINI STRAIGHT PLATE 5 HOLE EA
1905-58-000 SEMI-TUBULAR PLATE 2HX39MM EA
1905-60-000 SEMI-TUBULAR PLATE 3HX55MM EA
1905-62-000 SEMI-TUBULAR PLATE 4HX71MM EA
- --------------------------------------------------------------------------------
</TABLE>
* Confidendtial portions omitted and filed separtely with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1905-64-000 SEMI-TUBULAR PLATE 5HX87MM EA
1905-66-000 SEMI-TUBULAR PLATE 6HX103MM EA
1905-68-000 SEMI-TUBULAR PLATE 7HX119MM EA
1905-70-000 SEMI-TUBULAR PLATE 8HX135MM EA
1905-72-000 SEMI-TUBULAR PLATE 9HX151MM EA
1905-74-000 SEMI-TUBULAR PLATE 10HX167MM EA
1905-76-000 SEMI-TUBULAR PLATE 11HX183MM EA
1905-78-000 SEMI-TUBULAR PLATE 12HX199MM EA
1908-02-000 WD DUOPRESS PLATE 5HX87MM EA
1908-04-000 WD DUOPRESS PLATE 6HX103MM EA
1908-06-000 WD DUOPRESS PLATE 7HX119MM EA
1908-08-000 WD DUOPRESS PLATE 8HX135MM EA
1908-10-000 WD DUOPRESS PLATE 9HX151MM EA
1908-12-000 WD DUOPRESS PLATE 10HX167MM EA
1908-14-000 WD DUOPRESS PLATE 12HX199MM EA
1908-16-000 WD DUOPRESS PLATE 14HX231MM EA
1908-18-000 WD DUOPRESS PLATE 16HX263MM EA
1908-20-000 WD DUOPRESS PLATE 18HX295MM EA
1908-30-000 NAR DUOPRESS PLATE 2HX39MM EA
1908-32-000 NAR DUOPRESS PLATE 3HX55MM EA
1908-34-000 NAR DUOPRESS PLATE 4HX71MM EA
1908-36-000 NAR DUOPRESS PLATE 5HX87MM EA
1908-38-000 NAR DUOPRESS PLATE 6HX103MM EA * *
1908-40-000 NAR DUOPRESS PLATE 7HX119MM EA
1908-42-000 NAR DUOPRESS PLATE 8HX135MM EA
1908-44-000 NAR DUOPRESS PLATE 9HX151MM EA
1908-46-000 NAR DUOPRESS PLATE 10HX167MM EA
1908-48-000 NAR DUOPRESS PLATE 11HX183MM EA
1908-50-000 NAR DUOPRESS PLATE 12HX199MM EA
1908-52-000 NAR DUOPRESS PLATE 13HX215MM EA
1908-54-000 NAR DUOPRESS PLATE 14HX231MM EA
1908-56-000 NAR DUOPRESS PLATE 15HX247MM EA
1908-58-000 NAR DUOPRESS PLATE 16HX263MM EA
1908-61-000 2.7 DUOPRESS PLATE 2 HOLE EA
1908-62-000 3.5 DUOPRESS PLATE 2HX26MM EA
1908-63-000 2.7 DUOPRESS PLATE 4 HOLE EA
1908-64-000 3.5 DUOPRESS PLATE 3HX38MM EA
1908-65-000 2.7 DUOPRESS PLATE 5 HOLE EA
1908-66-000 3.5 DUOPRESS PLATE 4HX50MM EA
1908-67-000 2.7 DUOPRESS PLATE 6 HOLE EA
1908-68-000 3.5 DUOPRESS PLATE 5HX62MM EA
1908-69-000 2.7 DUOPRESS PLATE 7 HOLE EA
1908-70-000 3.5 DUOPRESS PLATE 6HX74MM EA
1908-71-000 2.7 DUOPRESS PLATE 8 HOLE EA
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1908-72-000 3.5 DUOPRESS PLATE 7HX86 MM EA
1908-73-000 2.7 DUOPRESS PLATE 9 HOLE EA
1908-74-000 3.5 DUOPRESS PLATE 8HX98MM EA
1908-75-000 2.7 DUOPRESS PLATE 10 HOLE EA
1908-76-000 3.5 DUOPRESS PLATE 10HX122MM EA
1908-77-000 2.7 DUOPRESS PLATE 12 HOLE EA
1908-78-000 3.5 DUOPRESS PLATE 12HX146MM EA
1908-85-000 3.5MM RECONSTRUCT PLATE 5 EA
1908-86-000 3.5MM RECONSTRUCT PLATE 6 EA
1908-87-000 3.5MM RECONSTRUCT PLATE 7 EA
1908-88-000 3.5MM RECONSTRUCT PLATE 8 EA
1909-00-000 PROX TIB OSTEO PLATE SET SE
1909-77-000 PROX TIB OSTEO PLATE 50MM EA
1909-78-000 PROX TIB OSTEO PLATE 60MM EA
1909-79-000 PROX TIB OSTEO PLATE 70MM EA
1911-14-000 CLOVERLEAF PLATE 3H EA
1911-16-000 CLOVERLEAF PLATE 4H EA
1911-18-000 SPOON PLATE 5H EA
1911-20-000 SPOON PLATE 6H EA
1911-22-000 STANDARD T-PLATE 3H EA * *
1911-24-000 STANDARD T-PLATE 5H EA
1911-26-000 STANDARD T-PLATE 6H EA
1911-28-000 SMALL T-PLATE 3H EA
1911-30-000 SMALL T-PLATE 4H EA
1911-32-000 COBRA PLATE ARTHRODESIS 8H EA
1911-34-000 COBRA PLATE ARTHRODESIS 9H EA
1911-36-000 COBRA PLATE ARTHRODESIS 10H EA
1911-38-000 COBRA PLATE ARTHRODESIS 11H EA
1911-52-000 T-BUTTRESS PLATE 4H EA
1911-53-000 T-BUTTRESS PLATE 5H EA
1911-54-000 T-BUTTRESS PLATE 6H EA
1911-55-000 L-BUTTRESS PLATE, LEFT EA
1911-56-000 L-BUTTRESS PLATE, RIGHT EA
1911-57-000 STANDARD T-PLATE, 4H EA
1911-58-000 STANDARD T-PLATE, 8H EA
1911-59-000 SMALL T-PLATE, 5H EA
1911-60-000 SMALL T-PLATE, 6H EA
1911-61-000 OBLIQUE T-PLATE, 3H EA
1911-62-000 OBLIQUE T-PLATE, 5H EA
1911-65-000 4-HOLE Y PLATE EA
1911-66-000 CONDYLAR BUTR PLATE 7HX158MM R EA
1911-67-000 CONDYLAR BUTR PLATE 9HX190MM L EA
1911-68-000 CONDYLAR BUTR PLATE 9HX190MM R EA
- ------------------------------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1911-69-000 CONDULAR BUTR PLATE 7HX 158 L EA
1911-70-000 QTR TABULAR PLATE 3HX23MM EA
1911-71-000 QTR TABULAR PLATE 4HX31MM EA
1911-72-000 QTR TABULAR PLATE 5HX39MM EA
1911-73-000 QTR TABULAR PLATE 6HX47MM EA
1911-74-000 QTR TABULAR PLATE 7HX55MM EA
1911-75-000 QTR TABULAR PLATE 8HX63MM EA
1914-10-000 SFT COIL WIRE/CERCLAGE 1.0X10 EA
1914-12-000 SFT COIL WIRE/CERCLAGE 1.2X10 EA
1914-34-000 TIBIA BOLT W/2 NUTS 80MM EA
1914-36-000 TIBIA BOLT W/2 NUTS 100MM EA
1914-38-000 TIBIA BOLT W/2 NUTS 120MM EA
1917-14-000 SELF-TAP CORT SC 4.5X14MM EA
1917-16-000 SELF-TAP CORT SC 4.5X16MM EA
1917-18-000 SELF-TAP CORT SC 4.5X18MM EA
1917-20-000 SELF-TAP CORT SC 4.5X20MM EA
1917-22-000 SELF-TAP CORT SC 4.5X22MM EA
1917-24-000 SELF-TAP CORT SC 4.5X24MM EA
1917-26-000 SELF-TAP CORT SC 4.5X26MM EA
1917-28-000 SELF-TAP CORT SC 4.5X28MM EA * *
1917-30-000 SELF-TAP CORT SC 4.5X30MM EA
1917-32-000 SELF-TAP CORT SC 4.5X32MM EA
1917-34-000 SELF-TAP CORT SC 4.5X34MM EA
1917-36-000 SELF-TAP CORT SC 4.5X36MM EA
1917-38-000 SELF-TAP CORT SC 4.5X38MM EA
1917-40-000 SELF-TAP CORT SC 4.5X40MM EA
1917-42-000 SELF-TAP CORT SC 4.5X42MM EA
1917-44-000 SELF-TAP CORT SC 4.5X44MM EA
1917-46-000 SELF-TAP CORT SC 4.5X46MM EA
1917-48-000 SELF-TAP CORT SC 4.5X48MM EA
1917-50-000 SELF-TAP CORT SC 4.5X50MM EA
1917-52-000 SELF-TAP CORT SC 4.5X52MM EA
1917-56-000 SELF-TAP CORT SC 4.5X56MM EA
1917-60-000 SELF-TAP CORT SC 4.5X60MM EA
1917-65-000 SELF-TAP CORT SC 4.5X65MM EA
1917-70-000 SELF-TAP CORT SC 4.5X70MM EA
1917-75-000 SELF-TAP CORT SC 4.5 X 75MM EA
1917-79-000 SELF-TAP CORT SC 4.5 X 80MM EA
1917-85-000 SELF-TAP CORT SC 4.5 X 85MM EA
1917-89-000 SELF-TAP CORT SC 4.5 X 90MM EA
1917-95-000 SELF-TAP CORT SC 4.5 X 95MM EA
1917-99-000 SELF-TAP CORT SC 4.5 X 100MM EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1920-06-000 BONE SCREW 1.5MM X 6MM EA
1920-07-000 BONE SCREW 1.5MM X 7MM EA
1920-08-000 BONE SCREW 1.5MM X 8MM EA
1920-09-000 BONE SCREW 1.5MM X 9MM EA
1920-10-000 BONE SCREW 1.5MM X 10MM EA
1920-11-000 BONE SCREW 1.5MM X 11MM EA
1920-12-000 BONE SCREW 1.5MM X 12MM EA
1920-14-000 BONE SCREW 1.5MM X 14MM EA
1920-16-000 BONE SCREW 1.5MM X 16MM EA
1921-06-000 BONE SCREW 2.0MM X 6MM EA
1921-08-000 BONE SCREW 2.0MM X 8MM EA
1921-10-000 BONE SCREW 2.0MM X 10MM EA
1921-12-000 BONE SCREW 2.0MM X 12MM EA
1921-14-000 BONE SCREW 2.0MM X 14MM EA
1921-16-000 BONE SCREW 2.0MM X 16MM EA
1921-18-000 BONE SCREW 2.0MM X 18MM EA
1921-20-000 BONE SCREW 2.0MM X 20MM EA
1922-06-000 BONE SCREW 2.7MM X 6MM EA
1922-08-000 BONE SCREW 2.7MM X 8MM EA * *
1922-10-000 BONE SCREW 2.7MM X 10MM EA
1922-12-000 BONE SCREW 2.7MM X 12MM EA
1922-14-000 BONE SCREW 2.7MM X 14MM EA
1922-16-000 BONE SCREW 2.7MM X 16MM EA
1922-18-000 BONE SCREW 2.7MM X 18MM EA
1922-20-000 BONE SCREW 2.7MM X 20MM EA
1922-22-000 BONE SCREW 2.7MM X 22MM EA
1922-24-000 BONE SCREW 2.7MM X 24MM EA
1923-10-000 BONE SCREW 3.5MM STD X 10MM EA
1923-12-000 BONE SCREW 3.5MM STD X 12MM EA
1923-14-000 BONE SCREW 3.5MM STD X 14MM EA
1923-16-000 BONE SCREW 3.5MM STD X 16MM EA
1923-18-000 BONE SCREW 3.5MM STD X 18MM EA
1923-20-000 BONE SCREW 3.5MM STD X 20MM EA
1923-22-000 BONE SCREW 3.5MM STD X 22MM EA
1923-24-000 BONE SCREW 3.5MM STD X 24MM EA
1923-26-000 BONE SCREW 3.5MM STD X 26MM EA
1923-28-000 BONE SCREW 3.5MM STD X 28MM EA
1923-30-000 BONE SCREW 3.5MM STD X 30MM EA
1923-32-000 BONE SCREW 3.5MM STD X 32MM EA
1923-36-000 BONE SCREW 3.5MM STD X 36MM EA
1923-40-000 BONE SCREW 3.5MM STD X 40MM EA
1923-45-000 BONE SCREW 3.5MM STD X 45MM EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1923-50-000 BONE SCREW 3.5MM STD X 50MM EA
1923-55-000 BONE SCREW 3.5MM STD X 55MM EA
1923-60-000 BONE SCREW 3.5MM STD X 60MM EA
1924-10-000 BONE SCREW 3.5MM FINE X 10MM EA
1924-12-000 BONE SCREW 3.5MM FINE X 12MM EA
1924-14-000 BONE SCREW 3.5MM FINE X 14MM EA
1924-16-000 BONE SCREW 3.5MM FINE X 16MM EA
1924-18-000 BONE SCREW 3.5MM FINE X 18MM EA
1924-20-000 BONE SCREW 3.5MM FINE X 20MM EA
1924-22-000 BONE SCREW 3.5MM FINE X 22MM
1924-24-000 BONE SCREW 3.5MM FINE X 24MM EA
1924-26-000 BONE SCREW 3.5MM FINE X 26MM EA
1924-28-000 BONE SCREW 3.5MM FINE X 28MM EA
1924-30-000 BONE SCREW 3.5MM FINE X 30MM EA
1924-32-000 BONE SCREW 3.5MM FINE X 32MM EA
1924-36-000 BONE SCREW 3.5MM FINE X 36MM EA
1924-40-000 BONE SCREW 3.5MM FINE X 40MM EA
1924-45-000 BONE SCREW 3.5MM FINE X 45MM EA
1924-50-000 BONE SCREW 3.5MM FINE X 50MM EA * *
1925-10-000 BONE SCREW 4.0MM CANC X 10MM EA
1925-12-000 BONE SCREW 4.0MM CANC X 12MM EA
1925-14-000 BONE SCREW 4.0MM CANC X 14MM EA
1925-16-000 BONE SCREW 4.0MM CANC X 16MM EA
1925-18-000 BONE SCREW 4.0MM CANC X 18MM EA
1925-20-000 BONE SCREW 4.0MM CANC X 20MM EA
1925-22-000 BONE SCREW 4.0MM CANC X 22MM EA
1925-24-000 BONE SCREW 4.0MM CANC X 24MM EA
1925-26-000 BONE SCREW 4.0MM CANC X 26MM EA
1925-28-000 BONE SCREW 4.0MM CANC X 28MM EA
1925-30-000 BONE SCREW 4.0MM CANC X 30MM EA
1925-35-000 BONE SCREW 4.0MM CANC X 35MM EA
1925-40-000 BONE SCREW 4.0MM CANC X 40MM EA
1925-45-000 BONE SCREW 4.0MM CANC X 45MM EA
1925-50-000 BONE SCREW 4.0MM CANC X 50MM EA
1926-14-000 BONE SCREW 4.5MM X 14MM EA
1926-16-000 BONE SCREW 4.5MM X 16MM EA
1926-18-000 BONE SCREW 4.5MM X 18MM EA
1926-20-000 BONE SCREW 4.5MM X 20MM EA
1926-22-000 BONE SCREW 4.5MM X 22MM EA
1926-24-000 BONE SCREW 4.5MM X 24MM EA
1926-26-000 BONE SCREW 4.5MM X 26MM EA
1926-28-000 BONE SCREW 4.5MM X 28MM EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1926-30-000 BONE SCREW 4.5MM X 30MM EA
1926-32-000 BONE SCREW 4.5MM X 32MM EA
1926-34-000 BONE SCREW 4.5MM X 34MM EA
1926-36-000 BONE SCREW 4.5MM X 36MM EA
1926-38-000 BONE SCREW 4.5MM X 38MM EA
1926-40-000 BONE SCREW 4.5MM X 40MM EA
1926-42-000 BONE SCREW 4.5MM X 42MM EA
1926-44-000 BONE SCREW 4.5MM X 44MM EA
1926-46-000 BONE SCREW 4.5MM X 46MM EA
1926-48-000 BONE SCREW 4.5MM X 48MM EA
1926-50-000 BONE SCREW 4.5MM X 50MM EA
1926-52-000 BONE SCREW 4.5MM X 52MM EA
1926-54-000 BONE SCREW 4.5MM X 54MM EA
1926-56-000 BONE SCREW 4.5MM X 56MM EA
1926-58-000 BONE SCREW 4.5MM X 58MM EA
1926-60-000 BONE SCREW 4.5MM X 60MM EA
1926-64-000 BONE SCREW 4.5MM X 64MM EA
1926-70-000 BONE SCREW 4.5MM X 70MM EA
1927-20-000 MALLEOLAR SCREW 4.5MM X 20MM EA
1927-25-000 MALLEOLAR SCREW 4.5MM X 25MM EA
1927-30-000 MALLEOLAR SCREW 4.5MM X 30MM EA * *
1927-35-000 MALLEOLAR SCREW 4.5MM X 35MM EA
1927-40-000 MALLEOLAR SCREW 4.5MM X 40MM EA
1927-45-000 MALLEOLAR SCREW 4.5MM X 45MM EA
1927-50-000 MALLEOLAR SCREW 4.5MM X 50MM EA
1927-55-000 MALLEOLAR SCREW 4.5MM X 55MM EA
1927-60-000 MALLEOLAR SCREW 4.5MM X 60MM EA
1927-65-000 MALLEOLAR SCREW 4.5MM X 65MM EA
1927-70-000 MALLEOLAR SCREW 4.5MM X 70MM EA
1927-79-000 MALLEOLAR SCREW 4.5MM X 80MM EA
1928-30-000 BONE SCREW 6.5MM (16) X 30MM EA
1928-35-000 BONE SCREW 6.5MM (16) X 35MM EA
1928-40-000 BONE SCREW 6.5MM (16) X 40MM EA
1928-45-000 BONE SCREW 6.5MM (16) X 45MM EA
1928-50-000 BONE SCREW 6.5MM (16) X 50MM EA
1928-55-000 BONE SCREW 6.5MM (16) X 55MM EA
1928-60-000 BONE SCREW 6.5MM (16) X 60MM EA
1928-65-000 BONE SCREW 6.5MM (16) X 65MM EA
1928-70-000 BONE SCREW 6.5MM (16) X 70MM EA
1928-75-000 BONE SCREW 6.5MM (16) X 75MM EA
1928-79-000 BONE SCREW 6.5MM (16) X 80MM EA
1928-85-000 BONE SCREW 6.5MM (16) X 85MM EA
1928-89-000 BONE SCREW 6.5MM (16) X 90MM EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1928-95-000 BONE SCREW 6.5MM (16) X 95MM EA
1928-96-000 BONE SCREW 6.5MM (16) X 100MM EA
1928-97-000 BONE SCREW 6.5MM (16) X 105MM EA
1928-98-000 BONE SCREW 6.5MM (16) X 110MM EA
1929-45-000 BONE SCREW 6.5MM (32) X 45MM EA
1929-50-000 BONE SCREW 6.5MM (32) X 50MM EA
1929-55-000 BONE SCREW 6.5MM (32) X 55MM EA
1929-60-000 BONE SCREW 6.5MM (32) X 60MM EA
1929-65-000 BONE SCREW 6.5MM (32) X 65MM EA
1929-70-000 BONE SCREW 6.5MM (32) X 70MM EA
1929-75-000 BONE SCREW 6.5MM (32) X 75MM EA
1929-79-000 BONE SCREW 6.5MM (32) X 80MM EA
1929-85-000 BONE SCREW 6.5MM (32) X 85MM EA
1929-89-000 BONE SCREW 6.5MM (32) X 90MM EA
1929-95-000 BONE SCREW 6.5MM (32) X 95MM EA
1929-96-000 BONE SCREW 6.5MM (32) X 100MM EA
1929-97-000 BONE SCREW 6.5MM (32) X 105MM EA
1929-98-000 BONE SCREW 6.5MM (32) X 110MM EA
1930-25-000 BONE SCREW 6.5MM F-THD X 25MM EA
1930-30-000 BONE SCREW 6.5MM F-THD X 30MM EA
1930-35-000 BONE SCREW 6.5MM F-THD X 35MM EA * *
1930-40-000 BONE SCREW 6.5MM F-THD X 40MM EA
1930-45-000 BONE SCREW 6.5MM F-THD X 45MM EA
1930-50-000 BONE SCREW 6.5MM F-THD X 50MM EA
1930-55-000 BONE SCREW 6.5MM F-THD X 55MM EA
1930-60-000 BONE SCREW 6.5MM F-THD X 60MM EA
1930-65-000 BONE SCREW 6.5MM F-THD X 65MM EA
1930-70-000 BONE SCREW 6.5MM F-THD X 70MM EA
1930-75-000 BONE SCREW 6.5MM F-THD X 75MM EA
1930-79-000 BONE SCREW 6.5MM F-THD X 80MM EA
1930-85-000 BONE SCREW 6.5MM F-THD X 85MM EA
1930-89-000 BONE SCREW 6.5MM F-THD X 90MM EA
1930-95-000 BONE SCREW 6.5MM F-THD X 95MM EA
1930-96-000 BONE SCREW 6.5MM F-THD X 100MM EA
1930-97-000 BONE SCREW 6.5MM F-THD X 105MM EA
1930-98-000 BONE SCREW 6.5MM F-THD X 110MM EA
1952-02-000 M KUROSAKA FIX SCR 7MM X 20MM EA
1952-04-000 M KUROSAKA FIX SCR 7MM X 25MM EA
1952-06-000 M KUROSAKA FIX SCR 7MM X 30MM EA
1952-07-000 M KUROSAKA FIX SCR 7MM X 35MM EA
1952-08-000 M KUROSAKA FIX SCR 7MM X 40MM EA
1952-10-000 M KUROSAKA FIX SCR 9MM X 20MM EA
- -----------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1952-14-000 M KUROSAKA FIX SCR 9MM X 25MM EA
1952-18-000 M KUROSAKA FIX SCR 9MM X 30MM EA
1952-20-000 M KUROSAKA FIX SCR 9MM X 35MM EA
1952-22-000 M KUROSAKA FIX SCR 9MM X 40MM EA
1952-40-000 CANN TI FIX SCR 9X20 W/9 PIN EA
1952-42-000 CANN TI FIX SCR 9X25 W/9 PIN EA
1952-44-000 CANN TI FIX SCR 9X30 W/9 PIN EA
1952-46-000 CANN TI FIX SCR 9X35 W/9 PIN EA
1952-48-000 CANN TI FIX SCR 9X40 W/9 PIN EA
1952-50-000 KUR CANN FIX SCR 7X20 W/9 PIN EA
1952-52-000 KUR CANN FIX SCR 7X25 W/9 PIN EA
1952-54-000 KUR CANN FIX SCR 7X30 W/9 PIN EA
1952-56-000 KUR CANN FIX SCR 7X35 W/9 PIN EA
1952-58-000 KUR CANN FIX SCR 7X40 W/9 PIN EA
1952-62-000 KUR EXTREMITY FIX SCR 5.5X25 EA
1952-64-000 KUR EXTREMITY FIX SCR 5.5X30 EA
1953-02-000 NON-STER KUROSAKA SCREW 7X20 EA
1953-04-000 NON-STER KUROSAKA SCREW 7X25 EA
1953-06-000 NON-STER KUROSAKA SCREW 7X30 EA
1953-07-000 NON-STER KUROSAKA SCREW 7X35 EA * *
1953-08-000 NON-STER KUROSAKA SCREW 7X40 EA
1953-10-000 NON-STER KUROSAKA SCREW 9X20 EA
1953-14-000 NON-STER KUROSAKA SCREW 9X25 EA
1953-18-000 NON-STER KUROSAKA SCREW 9X30 EA
1953-20-000 NON-STER KUROSAKA SCREW 9X35 EA
1953-22-000 NON-STER KUROSAKA SCREW 9X40 EA
1953-40-000 NONSTER CANN KUROSAKA SCR 9X20 EA
1953-42-000 NONSTER CANN KUROSAKA SCR 9X25 EA
1953-44-000 NONSTER CANN KUROSAKA SCR 9X30 EA
1953-46-000 NONSTER CANN KUROSAKA SCR 9X35 EA
1953-48-000 NONSTER CANN KUROSAKA SCR 9X40 EA
1953-50-000 NONSTER CANN KUROSAKA SCR 7X20 EA
1953-52-000 NONSTER CANN KUROSAKA SCR 7X25 EA
1953-54-000 NONSTER CANN KUROSAKA SCR 7X30 EA
1953-56-000 NONSTER CANN KUROSAKA SCR 7X35 EA
1953-58-000 NONSTER CANN KUROSAKA SCR 7X40 EA
1953-62-000 NONSTER KUROSAKA SCR 5.5 X 25 EA
1953-64-000 NONSTER KUROSAKA SCR 5.5 X 30 EA
2001-10-000 DRIVER FOR HIP PROSTHESIS EA
2001-12-000 REPLACEMENT DELRIN INSERT EA
2003-10-000 I BEAM PROS. RASP 6-1/2 IN EA
2003-12-000 I BEAM PROS. RASP 8 INCH EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FRACTURED MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2003-14-000 I BEAM PROS. RASP 10 IN EA
2003-16-000 I BEAM PROS. RASP 12 IN EA
2004-00-000 MURPHY BONE SKID EA
2006-00-000 PROS GAUGE IN EA
2006-10-000 PROS GAUGE MM EA
2008-00-000 DRIVER EA
2028-00-000 HIP PIN RACK EA
2029-00-000 KNOWLES PIN WRENCH EA
2029-10-000 CANAKIS PIN WRENCH EA
2030-00-000 HAGIE PIN WRENCH EA
2046-10-000 DRIVER EXTRACTOR EA
2046-22-000 MOORE PROS EXTR EA
2046-28-000 ADPTR/I-BEAM PROS EA
2046-32-000 UNIVERSAL FEM TRIAL EXTRACTOR EA
2046-34-000 NICHOLLS HIP EXTRACTION ADPT EA * *
2046-38-000 STEM EXTRAC/SM TAPER EA
2056-00-000 ALUM SCREW DRIVER 3 BITS EA
2058-12-000 CS BIT EA
2058-14-000 SS BIT EA
2058-16-000 WDRF BIT EA
2062-00-000 PIN EXTRACTOR EA
2066-12-000 PIN DRIVER 1/8 EA
2066-14-000 PIN DRIVER 3/16 EA
2066-16-000 PIN DRIVER 1/4 EA
2067-40-000 HARD JAWS WIRE CUTTER EA
2068-10-000 STAINLESS STEEL WIRE CUTTER EA
2068-14-000 PEDIATRIC WIRE CUTTER T/C EA
2068-16-000 DOUBLE ACTION WIRE CUTTER
2068-18-000 SIDE BITE WIRE CUTTER EA
2068-20-000 MINI SIDE/END WIRE CUTTER EA
2070-00-000 ST PIN RACK EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portion omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2071-00-00 K WIRE RACK EA
2071-10-00 MINI K WIRE RACK EA
2073-00-00 DRILL BIT RACK EA
2078-00-000 PEASE BONE DRILL EA
2079-00-000 MOD PEASE DRILL EA
2079-10-000 JACOBS CHK KEY/PEASE DRILL EA
2085-10-000 BONE HOOK 3/8 EA
2085-12-000 BONE HOOK 1/2 EA
2085-14-000 BONE HOOK 3/4 EA
2085-16-000 BONE HOOK 1 EA
2116-00-000 I BEAM PROS DRIVER EA
2117-00-000 MINI RASP & FILE EA
2118-10-000 CATHCART GAUGE/ODD MM EA
2126-02-000 CHS INSTRUMENT SET SE * *
2126-25-000 VARIABLE ANGLE PIN GUIDE EA
2126-26-000 VARIABLE ANGLE CONDYLAR GUIDE EA
2126-30-000 DEPTH GAUGE EA
2126-36-000 TRIPLE REAMER STD BARREL EA
2126-37-000 TRIPLE REAMER SHORT BARREL EA
2126-38-000 CHS PUSH BUTTON W/SPRING EA
2126-39-000 QUICK COUPLE HANDLE CHS EA
2126-40-000 CANNULATED TAP STD THREAD EA
2126-41-000 CANNULATED TAP SUPER THREAD EA
2126-42-000 INSERTER/EXTRACTOR EA
2126-44-000 KEYWAY ALIGNMENT GUIDE EA
2126-46-000 KEYING DEVICE EA
2126-49-000 HEAVY DUTY IMPACTOR EA
2126-51-000 REPLACEMENT TIP FOR IMPACTOR EA
2126-54-000 CHS TRIAL 90 DEG EA
2126-55-000 CHS TRIAL 95 DEG EA
2126-56-000 CHS TRIAL 130 DEG EA
2126-57-000 CHS TRIAL 135 DEG EA
2126-58-000 CHS TRIAL 140 DEG EA
2126-59-000 CHS TRIAL 145 DEG EA
2126-60-000 CHS TRIAL 150 DEG EA
2126-66-000 JACOBS TO HUDSON ADAPTER EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2126-69-000 LAG SCREW COMPRESSION INSTR EA
2160-00-000 INIT INCISION RETRACTOR EA
2172-14-000 T-HANDLE W/HUDSON ADAPTER EA
2177-00-000 MULLER RAKE RETR 38MM EA
2202-00-000 WIRE PULLING FCP EA
2204-10-000 PROTRACTOR SM EA
2204-12-000 PROTRACTOR LG EA
2210-10-000 PUTTI RASP RD EA
2210-12-000 PUTTI RASP FLAT EA
2250-10-000 MALLET 1 1/2 LB. EA
2250-12-000 MALLET 3 LB. EA
2251-10-000 DELRIN MALLET 1 1/2 LB EA
2251-14-000 DELRIN BUTTON FOR 1 1/2 LB EA * *
2276-10-000 METAL LOOP XSM EA
2276-12-00 METAL LOOP SM EA
2276-14-000 METAL LOOP MED EA
2276-16-000 METAL LOOP LG EA
2279-00-000 COMPL CRUTCHFIELD TONGS EA
2280-10-000 KIRSCHNER BOW SM EA
2280-12-000 KIRSCHNER BOW LG EA
2280-14-000 KIRSCHNER XL EA
2300-10-000 RONGEUR 2X10MMX5,STR EA
2300-12-000 RONGEUR 2X10MMX7,STR EA
2300-14-000 RONGEUR 2X10MMX5,UP EA
2300-16-000 RONGEUR 2X10MMX7,UP EA
2300-18-000 RONGEUR 2X10MMX5,DOWN EA
2300-20-000 RONGEUR 2X10MMX7,DOWN EA
2301-10-000 RONGEUR 3X10MMX5,STR EA
2301-12-000 RONGEUR 3X10MMX7,STR EA
2301-14-000 RONGEUR 3X10MMX5,UP EA
2301-16-000 RONGEUR 3X10MMX7,UP EA
2301-18-000 RONGEUR 3X10MMX5,DOWN EA
- ------------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2301-20-000 RONGEUR 3X10MMX7. DOWN EA
2302-10-000 RONGEUR 4X10MMX5. STR EA
2302-12-000 RONGEUR 4X10MMX7. STR EA
2302-14-000 RONGEUR 4X10MMX5, UP EA
2302-16-000 RONGEUR 4X10MMX7, UP EA
2302-18-000 RONGEUR 4X10MMX5, DOWN EA
2302-20-000 RONGEUR 4X10MMX7, DOWN EA
2303-10-000 RONGEUR 2X10MMX7, STR EA
2303-12-000 RONGEUR 2X10MMX7, UP EA
2303-14-000 RONGEUR 2X10MMX7, DOWN EA
2304-10-000 RONGEUR 3X10MMX7, STR EA
2304-12-000 RONGEUR 3X10MMX7, UP EA
2304-14-000 RONGEUR 3X10MMX7, DOWN EA
2305-10-000 RONGEUR 4X10MMX7, STR EA
2305-12-000 RONGEUR 4X10MMX7, UP EA
2305-14-000 RONGEUR 4X10MMX7, DOWN EA
2306-10-000 LOVE KERR 3MMX5-1/2, UP EA * *
2306-12-000 LOVE KERR 3MMX5-1/2, DOWN EA
2306-14-000 LOVE KERR 3MMX8, UP EA
2306-16-000 LOVE KERR 3MMX8, DOWN EA
2307-10-000 LOVE KERR 4MMX5-1/2, UP EA
2307-12-000 LOVE KERR 4MMX5-1/2, DOWN EA
2307-14-000 LOVE KERR 4MMX8, UP EA
2307-16-000 LOVE KERR 4MMX8, DOWN EA
2308-10-000 LOVE KERR 5MMX5 1/2, UP EA
2308-12-000 LOVE KERR 5MMX5 1/2, DOWN EA
2308-14-000 LOVE KERR 5MMX8, UP EA
2308-16-000 LOVE KERR 5MMX8, DOWN EA
2310-10-000 LOVE KERR 3MMX6 EA
2310-12-000 LOVE KERR 3MMX8 EA
2310-14-000 LOVE KERR 5MMX6 EA
2310-16-000 LOVE KERR 5MMX8 EA
2311-10-000 DUCKBILL 2X10MM EA
2311-12-000 DUCKBILL 3X10MM EA
2311-14-000 DUCKBILL 4X10MM EA
- ------------------------------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2312-00-000 LEKSELL LAMINECTOMY EA
2313-00-000 LEKSELL RONGEUR EA
2314-10-000 STILLE LUERS STR JAWS EA
2314-12-000 STILLE LUERS CVD JAWS EA
2315-00-000 STILLE LUERS RONGEUR EA
2316-00-000 STILLE LUERS ECHLIN RONG EA
2317-00-000 RUSKIN RONGEUR EA
2318-10-000 LUER BONE RONGEUR STR EA
2318-12-000 LUER BONE RONGEUR CVD EA
2320-00-000 STILLE HORSLEY FORCEPS EA
2321-10-000 STILLE LISTON FCPS STR EA * *
2321-12-000 STILLE LISTON FCPS CVD EA
2322-10-000 RUSKIN LISTON FCPS UP EA
2322-12-000 RUSKIN LISTON FCPS STR EA
2323-10-000 LISTON BONE FCPS 1/2 STR JAW EA
2323-12-000 LISTON BONE FCPS 7 1/2 STR JAW EA
2324-10-000 LISTON BONE FCPS 5-1/2 ANG JAW EA
2324-12-000 LISTON BONE FCPS 7-1/2 ANG JAW EA
2325-00-000 BONE FORCEPS EA
2326-00-000 BONE CUTTING FCPS EA
2327-10-000 RUSKIN 7-1/4 STR, LG JAW EA
2327-12-000 RUSKIN 6 CVD, SM EA
2327-14-000 RUSKIN CVD 7 1/4, WIDE EA
2328-10-000 LEMPERT RONGEUR STR EA
2328-12-000 LEMPERT RONGEUR CVD EA
2329-10-000 NEEDLE HOLDER STR 5 1/2 EA
2319-12-000 NEEDLE HOLDER STR 6 EA
2329-14-000 NEEDLE HOLDER STR 7 EA
2329-18-000 NEEDLE HOLDER STR 8 EA
- ------------------------------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2331-00-000 WEBSTER NEEDLE HOLDER EA
2332-00-000 RUSKIN RONGEUR EA
2333-10-000 MICRO KER RONG 2 MM X 7 UP EA
2333-12-000 MICRO KER RONG 2 MM X 7 DWN EA
2333-14-000 MICRO KER RONG 2 MM X 7 40 D EA
2333-16-000 MICRO KER RONG 3 MM X 7 UP EA
2333-18-000 MICRO KER RONG 3 MM X 7 DWN EA
2333-20-000 MICRO KER RONG 3 MM X 7 40 D EA
2333-22-000 MICRO KER RONG 4 MM X 7 UP EA
2333-24-000 MICRO KER RONG 4 MM X 7 DWN EA
2333-26-000 MICRO KER RONG 4 MM X 7 40 D EA
2333-28-000 MICRO KER RONG 5 MM X 7 UP EA
2333-30-000 MICRO KER RONG 5 MM X 7 DWN EA
2333-32-000 MICRO KER RONG 5 MM X 7 40 D EA
2333-34-000 MICRO KER RONG 6 MM X 7 UP EA
2333-36-000 MICRO KER RONG 6 MM X 7 DWN EA
2331-38-000 MICRO KER RONG 6 MM X 7 40 D EA
2335-20-000 KLEINERT-KUTZ FLEX RETRIEVER * *
2336-00-000 KLEINERT RAGNELL EA
2337-10-000 KLEINERT SKIN HOOK SM EA
2337-12-000 KLEINERT SKIN HOOK MED EA
2337-14-000 KLEINERT SKIN HOOK LG EA
2339-00-000 KLEINERT-KUTZ ELEVATOR/CURETT EA
2340-00-000 KLEIN-KUTZ SYNO RONG STRNG CV EA
2341-10-000 KLEIN-KUTZ RONG LT CV 2MM EA
2341-12-000 KLEIN-KUTZ RONG LT CV 3MM EA
2342-10-000 KLEINERT-KUTZ BONE CUTTER STR EA
2342-12-000 KLEINERT-KUTZ BONE CUTTER CVD EA
2343-00-000 JOSEPH SKIN HOOK, SINGLE EA
2344-10-000 JOSEPH SKIN HOOK, DBL 2MM EA
2344-12-000 JOSEPH SKIN HOOK, DBL 5MM EA
2344-14-000 JOSEPH SKIN HOOK, DBL 7MM EA
2344-16-000 JOSEPH SKIN HOOK, DBL 10MM EA
- ------------------------------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2346-01-000 APEX HOLE ELIM TPD HEX DRIVER EA
2356-00-000 UNIVERSAL BONE TAMP EA
2376-10-000 BRUN CURETE STR 91N SET W/WRAPS EA
2376-10-000 BRUN CURETTE 000 EA
2376-12-000 BRUN CURETTE 00 EA
2376-14-000 BRUN CURETTE 0 EA
2376-16-000 BRUN CURETTE 1 EA
2376-18-000 BRUN CURETTE 2 EA
2376-20-000 BRUN CURETTE 3 EA
2376-22-000 BRUN CURETTE 4 EA
2376-24-000 BRUN CURETTE 5 EA
2376-26-000 BRUN CURETTE 6 EA
2377-00-000 BRUN CURETE STR 7IN SET W/WRAPS EA
2377-02-000 BRUN CURETE 45DEG. SET W/WRAPS EA
2377-10-000 BONE CURETTE 000 EA
2377-12-000 BONE CURETTE 00 EA
2377-14-000 BONE CURETTE 0 EA
2377-16-000 BONE CURETTE 1 EA
2377-18-000 BONE CURETTE 2 EA * *
2377-20-000 BONE CURETTE 3 EA
2377-22-000 BONE CURETTE 4 EA
2377-24-000 BONE CURETTE 5 EA
2377-26-000 BONE CURETTE 6 EA
2377-50-000 ANGLED CURETTE 45DEGREE 000 EA
2377-52-000 ANGLED CURETTE 45DEGREE 00 EA
2377-54-000 ANGLED CURETTE 45DEGREE 0 EA
2377-56-000 ANGLED CURETTE 45DEGREE 1 EA
2377-58-000 ANGLED CURETTE 45DEGREE 2 EA
2377-60-000 ANGLED CURETTE 45DEGREE 3 EA
2377-62-000 ANGLED CURETTE 45DEGREE 4 EA
2377-64-000 ANGLED CURETTE 45DEGREE 5 EA
2377-66-000 ANGLED CURETTE 45DEGREE 6 EA
2378-00-000 HIBBS GOUGE STR SET W/CASE SE
2378-01-000 HIBBS GOUGE STR SET ONLY SE
2378-10-000 GOUGE STR 1/4 EA
2378-12-000 GOUGE STR 3/8 EA
2378-14-000 GOUGE STR 1/2 EA
2378-16-000 GOUGE STR 5/8 EA
2378-18-000 GOUGE STR 3/4 EA
- ---------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2391-00-000 LAMBOTTE OSTEO CVD SET ONLY SE
2391-10-000 OSTEOTOME CVD 1/4 EA
2391-12-000 OSTEOTOME CVD 1/2 EA
2391-14-000 OSTEOTOME CVD 3/4 EA
2391-16-000 OSTEOTOME CVD 1 EA
2391-18-000 OSTEOTOME CVD 1 1/4 EA
2391-20-000 OSTEOTOME CVD 1 1/2 EA
2395-00-000 CHISEL GOUGE OST INST CASE EA
2395 12-000 9IN LAMBOTTE OST INST CASE EA
2396-00-000 SMITH PETE OSTEO STR SET W/CS SE
2396-01-000 SMITH PETE OSTEO STR SET ONLY SE
2396-10-000 SP OSTEOTOME 1/4 STR EA
2396-12-000 SP OSTEOTOME 3/8 STR EA
2396-14-000 SP OSTEOTOME 1/2 STR EA
2396-16-000 SP OSTEOTOME 5/8 STR EA
2396-18-000 SP OSTEOTOME 3/4 STR EA
2396-20-000 SP OSTEOTOME 1 STR EA
2396-22-000 SP OSTEOTOME 1-1/4 STR EA
2397-00-000 SMITH PETE OSTEO STR SET W/CS SE * *
2397-01-000 SMITH PETE OSTEO STR SET ONLY SE
2397-10-000 SP OSTEOTOME 1/4 CVD EA
2397-12-000 SP OSTEOTOME 3/8 CVD EA
2397-14-000 SP OSTEOTOME 1/2 CVD EA
2397-16-000 SP OSTEOTOME 5/8 CVD EA
2397-18-000 SP OSTEOTOME 3/4 CVD EA
2397-20-000 SP OSTEOTOME 1 CVD EA
2397-22-000 SP OSTEOTOME 1-1/4 CVD EA
2398-00-000 SMITH PETE GOUGE ST SET W/CS SE
2398-01-000 SMITH PETE GOUGE STR SET ONLY SE
2398-10-000 SP GOUGE 1/4 STR EA
2398-12-000 SP GOUGE 3/8 STR EA
2398-14-000 SP GOUGE 1/2 STR EA
2398-16-000 SP GOUGE 5/8 STR EA
2398-18-000 SP GOUGE 3/4 STR EA
2398-20-000 SP GOUGE 1 STR EA
2398-22-000 SP GOUGE 1-1/4 STR EA
2399-00-000 SMITH PETE GOUGE CVD SET W/CS SE
2399-01-000 SMITH PETE GOUGE CVD SET ONLY SE
2399-10-000 SP GOUGE 1/4 CVD EA
2399-12-000 SP GOUGE 3/8 CVD EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2399-14-000 SP GOUGE 1/2 CVD EA
2399-16-000 SP GOUGE 5/8 CVD EA
2399-18-000 SP GOUGE 3/4 CVD EA
2399-20-000 SP GOUGE 1 CVD EA
2399-22-000 SP GOUGE 1-1/4 CVD EA
2425-10-000 KEY ELEVATOR 1/4 EA
2425-12-000 KEY ELEVATOR 1/2 EA
2425-14-000 KEY ELEVATOR 3/4 EA
2425-16-000 KEY ELEVATOR 1 EA
2460-00-000 LANGENBECK ELEVATOR EA
2427-00-000 SS PERIOSTEAL ELEVATOR EA
2428-10-000 ELEV SL CV, 9/32 BL EA
2428-12-000 ELEV FL CV, 9/32 BL EA
2428-14-000 ELEV FL CV, 9/32 BL EA
2429-00-000 ELEVATOR DISSECTOR EA
2431-10-000 CHANDLER ELEV RETR 7 EA * *
2431-12-000 CHANDLER ELEV RETR 8 EA
2431-14-000 CHANDLER ELEV RETR 9 EA
2431-16-000 CHANDLER ELEV RETR 10 EA
2432-24-000 COBB ELEVATOR 3/4X12 EA
2433-00-000 TRONZO ELEVATOR EA
2434-00-000 TRONZA ELEVATOR 1/2 EA
2461-02-000 CANN CAL REAMER 4.0/5.0MM EA
2461-03-000 CANN CAL SCREW TAP 7MM EA
2461-04-000 CANN SCREWDRIVER 5MM HEX EA
2461-05-000 CANN SCREW FIXED PIN GUIDE EA
2461-06-000 CANN SCREW DIRECT MEAS GUIDE EA
2461-07-000 CANN SCREW COUNTERSINK EA
2462-00-000 4MM CANN SCREW SYSTEM CASE EA
2462-12-000 PARALLEL PIN GUIDE EA
2477-00-000 CARTILAGE SCISSORS EA
2479-00-000 WALTON CARTILAGE CLAMP EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2378-20-000 GOUGE STR 7/8 EA
2378-22-000 GOUGE STR 1 EA
2378-24-000 GOUGE STR 1 1/8 EA
2378-26-000 GOUGE STR 1 1/4 EA
2378-28-000 GOUGE STR 1 1/2 EA
2379-00-000 HIBBS GOUGE CVD SET W/CASE SE
2379-01-000 HIBBS GOUGE CVD SET ONLY SE
2379-10-000 GOUGE CVD 1/4 EA
2379-12-000 GOUGE CVD 3/8 EA
2379-14-000 GOUGE CVD 1/2 EA
2379-16-000 GOUGE CVD 5/8 EA
2379-18-000 GOUGE CVD 3/4 EA
2379-20-000 GOUGE CVD 7/8 EA
2379-22-000 GOUGE CVD 1 EA
2379-24-000 GOUGE CVD 1-1/8 EA
2379-26-000 GOUGE CVD 1-1/4 EA
2379-28-000 GOUGE CVD 1-1/2 EA
2382-00-000 HIBBS OSTEO STR SET W/CASE SE
2382-01-000 HIBBS OSTEO STR SET ONLY SE
2382-10-000 OSTEOTOME STR 1/4 EA
2382-12-000 OSTEOTOME STR 3/8 EA
2382-14-000 OSTEOTOME STR 1/2 EA
2382-16-000 OSTEOTOME STR 5/8 EA
2382-18-000 OSTEOTOME STR 3/4 EA
2382-20-000 OSTEOTOME STR 7/8 EA
2382-22-000 OSTEOTOME STR 1 EA
2382-24-000 OSTEOTOME STR 1-1/8 EA
2382-26-000 OSTEOTOME STR 1-1/4 EA
2382-28-000 OSTEOTOME STR 1-1/2 EA
2382-00-000 HIBBS OSTEO CVD SET W/CASE SE
2382-01-000 HIBBS OSTEO CVD SET ONLY SE
2382-10-000 OSTEOTOME CVD 1/4 EA
2382-12-000 OSTEOTOME CVD 3/8 EA * *
2382-14-000 OSTEOTOME CVD 1/2 EA
2382-16-000 OSTEOTOME CVD 5/8 EA
2382-18-000 OSTEOTOME CVD 3/4 EA
2382-20-000 OSTEOTOME CVD 7/8 EA
2382-22-000 OSTEOTOME CVD 1 EA
2382-24-000 OSTEOTOME CVD 1-1/8 EA
2382-26-000 OSTEOTOME CVD 1-1/4 EA
2382-28-000 OSTEOTOME CVD 1-1/2 EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2384-00-000 CHISEL MALLET SET SS SE
2384-10-000 STAINLESS MALLET EA
2385-00-000 CHISEL MALLET SET NYLON SE
2385-10-000 NYLON MALLET EA
2385-12-000 NYLON CAP EA
2386-10-000 OSTEOTOME 4MM EA
2386-12-000 OSTEOTOME 5MM EA
2386-14-000 OSTEOTOME 6MM EA
2386-16-000 OSTEOTOME 6MM, CURVED EA
2386-18-000 OSTEOTOME 10MM EA
2386-20-000 OSTEOTOME 12MM EA
2386-22-000 OSTEOTOME 16MM EA
2386-24-000 OSTEOTOME 22MM EA
2386-26-000 OSTEOTOME 25MM EA
2386-28-000 WRAP/OSTEO MALLET 10 EA
2387-00-000 OSTEOTOME/MALLET SET SE
2387-10-000 MALLET EA
2387-12-000 DERLIN BUTTON EA * *
2387-14-000 OSTEOTOME 4MM EA
2387-16-000 OSTEOTOME 6MM EA
2387-18-000 OSTEOTOME 8MM EA
2387-20-000 OSTEOTOME 10MM EA
2387-22-000 OSTEOTOME 12MM EA
2387-24-000 OSTEOTOME 15MM EA
2387-26-000 WRAP-MINI LAMBOTTE OSTEOTOME EA
2389-00-000 HOKE OSTEOTOME SET SE
2389-10-000 HOKE OSTEOTOME 1/8 EA
2389-12-000 HOKE OSTEOTOME 3/16 EA
2389-14-000 HOKE OSTEOTOME 1/4 EA
2389-16-000 HOKE OSTEOTOME 5/16 EA
2389-18-000 HOKE OSTEOTOME 3/8 EA
2389-20-000 HOKE OSTEOTOME 1/2 EA
2390-00-000 LAMBOTTE OSTEO STR SET ONLY SE
2390-10-000 OSTEOTOME STR 1/4 EA
2390-12-000 OSTEOTOME STR 1/2 EA
2390-14-000 OSTEOTOME STR 3/4 EA
2390-16-000 OSTEOTOME STR 1 EA
2390-18-000 OSTEOTOME STR 1 1/4 EA
2390-20-000 OSTEOTOME STR 1 1/2 EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2480-00-000 MENISCUS CLAMP EA
2484-10-000 RETRACTOR, NAR TIP EA
2484-12-000 RETRACTOR, BRD TIP EA
2486-10-000 SMILLIE MENIS KNIFE STR EA
2486-12-000 SMILLIE MENIS KNIFE RT EA
2486-14-000 SMILLIE MENIS KNIFE LFT EA
2527-10-000 LOWMAN CLAMP X SM EA
2527-12-000 LOWMAN CLAMP SM EA
2527-14-000 LOWMAN CLAMP LG EA
2528-10-000 1 PR BONE CLAMP X SM EA
2527-12-000 1 PR BONE CLAMP SM EA
2527-14-000 1 PR BONE CLAMP LG EA
2529-00-000 LANE BONE HDG FCPS EA
2530-00-000 KERN BONE HDG FCPS EA
2530-69-000 ARTIC/EZE TR BALL GRV 22.225+4 EA
2530-70-000 ARTIC/EZE TR BALL GRV 22.225+7 EA * *
2531-10-000 CLAMP W/RATCHET EA
2533-00-000 LEWIN BONE CLAMP EA
2538-18-000 CORTICAL AWL 11IN, 279MM EA
2539-00-000 FIN INSTR SET COMPLETE EA
2539-02-000 SKIN PROTECTOR EA
2539-04-000 FIN UNIVERSAL BENDERS EA
2539-06-000 FIN UNIVERSAL IMPACTOR/EXTRAC EA
2539-08-000 FIN UNIVERSAL EXTRACTOR HOOK EA
2539-12-000 3.5MM FINAL IMPACTOR EA
2539-14-000 4.0MM FINAL IMPACTOR EA
2539-16-000 4.5MM FINAL IMPACTOR EA
2556-10-000 GELPI RETR 7-1/2IN SHARP EA
2556-12-000 WILTSE GELPI RETR 11 IN EA
2557-00-000 WEITLANDER RETRACTOR HINGED EA
2559-10-000 WEITLANDER RETR 5-1/2IN SHARP EA
2559-12-000 WEITLANDER RETR 6-1/2IN SHARP EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commissions.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2559-14-000 WEITLANDER RETR 9-1/2IN SHARP EA
2560-10-000 BECKMAN ADSON RETR 1X1 EA
2560-12-000 BECKMAN ADSON RETR 1X1-1/2 EA
2562-00-000 ADSON RETRACTOR EA
2576-10-000 PR BENNETT ELEV SM, EA
2576-12-000 PR BENNETT ELEV LG, EA
2577-00-000 HIBBS RETRACTOR MED 1X3IN EA
2578-00-000 US ARMY RETR SET EA
2579-10-000 LAMINECTOMY RETR SM EA
2579-12-000 LAMINECTOMY RETR MED EA
2579-14-000 LAMINECTOMY LG EA
2580-10-000 RETRACTOR BLADE 3 EA
2580-12-000 RETRACTOR BLADE 4 EA
2581-00-000 WILTSE BANKART RETR EA * *
2585-10-000 RAKE RETR 2 PR, BLUNT EA
2585-12-000 RAKE RETE 3 PR, BLUNT EA
2585-14-000 RAKE RETR 4 PR, BLUNT EA
2585-16-000 RAKE RETR 6 PR, BLUNT EA
2586-10-000 RAKE RETR 2 PR, SHARP EA
2586-12-000 RAKE RETE 3 PR, SHARP EA
2586-14-000 RAKE RETR 4 PR, SHARP EA
2586-16-000 RAKE RETR 6 PR, SHARP EA
2600-10-000 WRAP/COMPRESSION 8P 6S EA
2600-12-000 WRAP MEDULLARY PIN 15 EA
2600-14-000 WRAP/OSTE CHISEL GOUGE 10 EA
2600-16-000 WRAP/SP OSTE CHIS GOUGE 7 EA
2600-18-000 WRAP PROSTHESES 5 EA
2600-20-000 WRAP ST PIN 15 EA
2600-22-000 WRAP/LAMBOTTE OSTEO 6 EA
2600-24-000 WRAP/CURETTE EA
2600-32-000 STER WRAP/SELF-CENTERING HIP EA
2626-00-000 HOLZHEIMER RETR EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commissions.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2627-00-000 ALM RETRACTOR EA
2630-10-000 INGE RETR 6-1/2 EA
2630-12-000 INGE RETR 9-1/2 EA
2631-00-000 STUCK LAMIN RETR EA
2650-10-000 NERVE RETR STR EA
2650-12-000 NERVE RETR 45 ANGL EA
2650-14-000 NERVE RETR 90 ANGL EA
2651-00-000 NERVE HOOK EA
2652-10-000 NERVE ROOT RETR 7MM EA
2652-12-000 NERVE ROOT RETR 9MM EA
2677-10-000 MOSQUITO FCPS STR EA
2677-12-000 MOSQUITO FCPS CVD EA
2678-00-000 TISSUE FCPS EA
2684-00-000 BROWN ADSON FCPS EA * *
2685-10-000 ADSON FCPS 1X2 TEETH EA
2685-12-000 ADSON FCPS HOR SER EA
2732-00-000 RANEY CLIPS, DZ EA
2733-00-000 RANEY CLIP FCPS EA
2735-10-000 PK-6 GIGLI SAW 12 IN PK
2735-12-000 PK/6 GIGLI SAW 20 IN PK
2735-14-000 PK/6 GIGLI SAW 30 IN PK
2735-16-000 GIGLI SAW HNDL, PR EA
2736-00-000 RANEY GIGLI SAW GUIDE EA
2752-10-000 DEPUY SC BABY METZ 4 1/2 STR EA
2752-12-000 DEPUY SC BABY METZ 4 1/2 CVD EA
2753-10-000 DEPUY SC METZ 6IN CVD EA
2753-12-000 DEPUY SC METZ 7IN CVD EA
2753-14-000 DEPUY SC METZ 8IN CVD EA
2753-16-000 DEPUY SC METZ 9IN CVD EA
2753-18-000 DEPUY SC METZ 11IN CVD EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commissions.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2754-10-000 DEPUY SC MAYO 5 1/2IN STR EA
2754-12-000 DEPUY SC MAYO 5 1/2IN CVD EA
2754-14-000 DEPUY SC MAYO 6 3/4IN STR EA
2754-16-000 DEPUY SC MAYO 6 3/4IN CVD EA
2754-18-000 DEPUY SC MAYO 9IN STR EA
2754-20-000 DEPUY SC MAYO 9IN CVD EA
2754-22-000 DEPUY SC MAYO 11IN CVD EA
2755-10-000 DEPUY SC STEVENS TENO 5IN STR EA
2755-12-000 DEPUY SC STEVENS TENO 5IN CVD EA
2755-20-000 DEPUY SC JAMISON 6 1/4 CVD DEL EA
2756-10-000 DEPUY SC IRIS 4 1/2IN STR EA
2756-12-000 DEPUY SC IRIS 4 1/2IN CVD EA
2757-10-000 DEPUY SC OPERATING 5 1/2 STR EA
2751-12-000 DEPUY SC OPERATING 5 1/2 CVD EA
2758-10-000 SUPER CUT LISTER BDG 5 1/2 EA
2758-12-000 SUPER CUT LISTER BDG 7 1/4 EA
2761-00-000 WMS SPLINTER FCPS EA * *
2764-10-000 STITCH SCISSORS EA
2764-12-000 STITCH SCISSORS CVD EA
2767-10-000 WIRE CT SCISSORS EA
2767-12-000 WIRE CT SCS W/CARBIDE EA
2768-00-000 HI LEVEL BAND SCISSORS EA
2769-10-000 BANDAGE SCS 4-1/2 EA
2769-12-000 BANDAGE SCS 5-1/2 EA
2769-14-000 BANDAGE SCS 7-1/4 EA
2771-00-000 UTILITY SCISSORS EA
2771-10-000 NASAL SCISSORS STR EA
2771-12-000 NASAL SCISSORS CVD EA
2773-00-000 NAIL NIPPERS EA
2775-00-000 RING CUTTER W/BLADE EA
2775-10-000 RING CUTTER BLADE EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commissions.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
FRACTURE MANAGMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2776-00-000 WARTENBERG PINWHEEL EA
2782-00-000 DEEP STITCH SCISSORS EA
2787-00-000 NEEDLE NOSE PLIER 6IN EA
2788-00-000 FLAT POINT PLIER EA
2788-12-000 DBL ACT PLIER T/C 2MM JAW WDTH EA
2789-00-000 UNIVERSAL SCISSOR EA
2789-10-000 LISTER STYLE UNIV SCISSOR EA
2789-12-000 NURSES OR SCISSOR
2801-10-000 SENN DBL END RETR SHARP EA
2801-12-000 SENN DBL END RETR BLUNT EA
2803-00-000 RAGNELL RETRACTOR EA
2804-10-000 FINGER RETR, 2PR EA
2804-12-000 FLEXIBLE FINGER RETR, 3PR EA
2805-10-000 MEYERDING FINGER RETR 1 EA * *
2805-12-000 MEYERDING FINGER RETR 2 EA
2805-14-000 MEYERDING FINGER RETR 3C EA
2805-16-000 MEYERDING FINGER RETR 4D EA
2805-18-000 MEYERDING FINGER RETR 5 EA
2805-20-000 MEYERDING FINGER RETR 6F EA
2808-00-000 PAULSON KNEE RETRACTOR EA
2825-00-000 FELT CUTTER EA
2826-00-000 BRUNS SHEAR EA
2827-00-000 ESMARCH SHEARS EA
2828-00-000 PLASTER EDGER EA
2830-00-000 CAST KNIFE W/BLADE EA
2830-10-000 CAST BLADE EA
2832-00-000 OFFICE CAST SPREADER EA
2832-01-000 HOSPITAL CAST SPREADER EA
- -----------------------------------------------------------------------------------------------
</TABLE>
* Confidental portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2834-00-000 HENNINGS PLAS SPDR EA
2836-00-000 ORTHO TAPE MEASURE EA
2841-12-000 SET/3 VELCRO STRAPS EA
2903-06-000 DRILL GUIDE 1/8 IN EA
2903-08-000 DRILL GUIDE 3H/ 1HOLE 2.OMM EA
2903-12-000 THRD DRILL GUIDE 4.5MM EA
2903-17-000 3.5/2.5 DRILL SLEEVE EA
2903-18-000 4.5/3.2 DRILL SLEEVE EA
2903-19-000 3.5/2.0 DRILL SLEEVE EA
2903-24-000 DRILL GUIDE 1.1/1.5 EA
2903-25-000 2.5 DRILL BIT EA
2903-26-000 DRILL BIT 2.7MM EA
2903-28-000 DRILL BIT 3.5MM EA
2903-29-000 DRILL BIT 1.5MM EA
2903-30-000 DRILL BIT 2.0MM EA
2903-32-000 DRILL BIT 3.2MM EA
2903-33-000 TAP 1.5 EA
2903-36-000 DRILL BIT 4.5MM EA
2903-37-000 DRILL BIT 1.1MM EA
2903-40-000 QUICK COUPLING TAP 2.0MM EA * *
2903-41-000 QUICK COUPLING TAP 2.7MM EA
2903-42-000 QUICK COUPLING TAP 3.5 STD THD EA
2903-44-000 MALLEOLAR COUNTERSINK EA
2903-53-000 QUICK COUPLING TAP 3.5 FN THD EA
2903-54-000 QUICK COUPLING TAP 4.5 SHORT EA
2903-56-000 QUICK COUPLING TAP 4.5 LONG EA
2903-59-000 QUICK COUPLING TAP 6.5MM EA
2903-60-000 TAP HANDLE EA
2903-62-000 3.5/2.7 DRILL GUIDE/TAP SLEEVE EA
2903-63-000 POINTED DRILL GUIDE 6.5MM EA
2903-64-000 TAP/DRILL GUIDE 4.5MM EA
2903-65-000 TAP GUIDE 6.5MM EA
2903-66-000 COUNTERSINK LG EA
2903-67-000 QUICK CPL SCRDR MINI HX W/HLDR EA
2903-70-000 HEX HEAD SCREW DRIVER EA
2903-71-000 SM HEX HD SCRDRIVER W/SCR HLDR EA
2903-73-000 SHARP HOOK EA
2903-75-000 REVERS THR SCR REMOVER 4.5/6.5 EA
2903-76-000 SCREW DEPTH GAUGE LG EA
2903-78-000 SCREW EXTRACTING FORCEP EA
2903-79-000 SCREW REMOVER 2.7/3.5/4.0 EA
2903-85-000 QUICK COUPLE SCR-DRIVER LG HEX EA
- ---------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
FRACTURE MANAGMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2903-87-000 SPANNER WRENCH EA
2903-91-000 QUICK COUPLE SCRDRIVER SM HEX EA
2903-93-000 COMPRESSION DEVICE EA
2903-95-000 FIXATION PIN EA
2903-97-000 RATCHET SPANNER EA
2903-98-000 MINI HNDL QUICK COUPLE EA
2904-32-000 WIRE GUIDE EA
2904-34-000 WIRE TIGHTENER EA
2904-41-000 BONE HOLDING FORCEP 6IN EA
2904-43-000 VERBRUGGE FORCEP 7.5 IN EA
2904-45-000 VERBRUGGE FORCEP 9.5 IN EA
2904-47-000 VERBRUGGE FORCEP 10.25 IN EA
2904-48-000 BONE HOLDING FORCEP 200MM EA
2904-49-000 VERBRUGGE FORCEP 11 IN EA
2904-50-000 BONE HOLDING FORCEP 160MM EA
2904-71-000 BENDING IRON SM PLATE 3.5/2.7 EA
2904-72-000 BENDING PRESS EA
2904-73-000 BENDING IRON SM PLATE 2.7/3.5 EA
2904-74-000 BENDING IRON EA
2904-76-000 BENDING PLIERS EA
2904-83-000 MINI COUNTERSINK EA * *
2904-87-000 SMALL COUNTERSINK EA
2904-88-000 BENDING IRON FOR SMALL PLATES EA
2904-89-000 RASP SQ BLADE CVD EA
2904-91-000 RASP SPADE END ST EA
2904-93-000 RASP SPADE END CVD EA
2904-94-000 BENDING ROD FOR K-WIRES EA
2905-44-000 SCREW DEPTH GAUGE SM EA
2905-45-000 DRILL TEMPLATE/NARROW EA
2905-46-000 SM PLATE HOLDING FORCEPS EA
2905-47-000 DRILL TEMPLATE/BROAD EA
2905-49-000 POINTED BONE HOLDING FORCEPS EA
2905-50-000 NEUTRAL/LOAD DUO DRILL GD 2.7 EA
2905-52-000 NEUTRAL/LOAD DUO DRILL GD 4.5 EA
2905-53-000 NEUTRAL/LOAD DUO DRILL 3.5 F THD EA
2905-69-000 SCREW FORCEPS EA
2905-73-000 SCREW DEPTH GAUGE MINI EA
2905-74-000 BROAD PLATE TEMPLATE 5H EA
2905-85-000 3.5 PLATE BEND TEMPLATE 4H EA
2905-86-000 3.5 PLATE BEND TEMPLATE 7H EA
2905-87-000 3.5 PLATE BEND TEMPLATE 10H EA
2907-00-000 SM FRACTURE FRAG REDUC INST EA
- -----------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2907-02-000 LG FRACTURE FRAG REDUC INST EA
2907-06-000 3.5 RECONSTRUCT PLT BEND IRONS PR
2920-00-000 REFINE FUSION SYSTEM SE
2920-02-000 CONCAVE REAMER 8MM EA
2920-04-000 CONCAVE REAMER 12MM EA
2920-06-000 CONCAVE REAMER 18MM EA
2920-08-000 CONVEX REAMER 6MM EA
2920-10-000 CONVEX REAMER 8MM EA
2920-12-000 CONVEX REAMER 10MM EA
2920-14-000 CONVEX REAMER 12MM EA
2920-16-000 CONVEX REAMER 16MM EA
2920-18-000 QUICK COUPLE HANDLE EA
2920-20-000 STERILIZATION CASE EA
5600-16-000 WIRE GUIDE .028 BX6 BX
5600-17-000 WIRE GUIDE .035 BX6 BX
5600-18-000 WIRE GUIDE .045 BX6 BX
5600-19-000 WIRE GUIDE .062 BX6 BX
5600-20-000 K WIRE & GUIDE 5.5X.028 BX6 BX
5600-21-000 K WIRE & GUIDE 5.5X.035 BX6 BX * *
5600-22-000 K WIRE & GUIDE 5.5X.045 BX6 BX
5600-23-000 K WIRE & GUIDE 5.5X.062 BX6 BX
5600-54-000 SPLASH SHIELD 6IN BX6 BX
5600-55-000 SPLASH SHIELD 4IN BX6 BX
5600-56-000 SINGLE ORIF NOZ 4IN BX6 BX
5600-57-000 SHOW HEAD NOZ ST 4IN BX6 BX
5600-58-000 FEMORAL NOZ 9IN BX6 BX
5600-59-000 SHOW HEAD NOZ ANG 4IN BX6 BX
5600-60-000 FEMORAL NOZ 12IN BX6 BX
5600-61-000 SPLASH SHIELD 2IN CONE BX6 BX
5600-62-000 FEMORAL NOZ PROX SPRAY 9IN BX6 BX
5600-63-000 FEMORAL NOZ PROX SPRAY 12 BX6 BX
5600-64-000 TUBING SET BX6 BX
5600-65-000 SUCT ATTACH ANG 6IN BX6 BX
5600-66-000 SUCT ATTACH ST 6IN BX6 BX
5600-67-000 SUCT ATTACH FEM 12IN BX6 BX
5600-68-000 GEN PURP TUB/NOZ SET BX6 BX
5600-69-000 TOT HIP TUB/NOZ SET BX6 BX
5600-70-000 TOT KNEE TUB/NOZ SET BX6 BX
5602-24-000 MCGRAW BOTTLE ADAPT BX6 BX
5602-50-000 BUR GUARD LNG MICRO DRILL EA
5602-51-000 BUR GUARD EX LNG MICRO DRILL EA
5602-52-000 NOSE SHIELD MICRO DRILL BX10 BX
- -------------------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5602-57-000 SAG SAW BL ST 12MM EA
5602-58-000 SAG SAW BL ST 7MM EA
5602-59-000 SAG SAW BL ST 4MM EA
5602-60-000 SAG SAW BL 45 DEG ANG 4MM EA
5602-61-000 SAG SAW BL 45 DEG ANG 8MM EA
5602-62-000 SAG SAW BL 50 DEG ANG 10MM EA
5602-63-000 SAG SAW BL 70 DEG BENT 10MM EA
5602-64-000 SAG SAW BL 70 DEG BENT SHORT EA
5602-65-000 SAG SAW BL 70 DEG BENT RND EA
5602-66-000 SAG SAW BL ST 12MM EA
5602-67-000 SAG SAW BL 45 DEG ANG 7.5MM EA
5602-68-000 SAG SAW BL 45 DEG ANG 6MM EA
5602-69-000 SAG SAW BL ST 9MM EA
5602-70-000 SAG SAW BL ST 7MM EA
5602-75-000 RECIP BL MEDIUM 25MM EA
5602-76-000 RECIP BL LONG 38MM EA
5602-77-000 RECIP BL EXTEND 12MM EA
5602-78-000 RECIP BL EXTENDED 12MM EA
5602-79-000 RECIP BL VERTICAL OSTEOTOMY EA
5602-81-000 RECIP BL GENIOPLASTY 38MM EA
5603-09-000 OS BL MED 10x12MM DEEP CT EA * *
5603-10-000 OS BL 25 BENT 10x11MM DEEP CT EA
5603-11-000 OS BL LNG 12x16MM DEEP CT EA
5603-12-000 OS BL RND 10x12MM DEEP CT EA
5603-13-000 OS BL 25 BENT 10x11MM DEEP CT EA
5603-14-000 OS BL ST 10x10MM DEEP CT EA
5603-15-000 OS BL 25 BENT 10x9MM DEEP CT EA
5603-16-000 OS BL 25 BENT 10x10MM DEEP CT EA
5603-17-000 OS BL 25 BENT 9x6MM DEEP CT EA
5603-27-000 RASP TEAR CROSSCUT EA
5603-28-000 RASP COTTLE EA
5603-29-000 RASP RIORDAN EA
5603-30-000 ZIM REPL SM STRAIGHT RASP EA
5603-31-000 ZIM REPL LG STRAIGHT RASP EA
5603-32-000 ZIM REPL SM CROSS CUT RASP EA
5603-33-000 ZIM REPL LG CROSS CUT RASP EA
5603-34-000 ZIM REPL SM INTRAMED RASP EA
5603-35-000 ZIM REPL LG INTRAMED RASP EA
5603-81-000 SHORT LATCH BURR STR 2MM EA
5603-83-000 SHORT LATCH BURR TAPER 1MM EA
5604-36-000 TWIST DRILL 1MM EA
5604-37-000 TWIST DRILL 1.5MM EA
5604-38-000 TWIST DRILL 2MM EA
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5605-24-000 STRY REPL RND BUR 3.1MM 10 FLUT EA
5605-25-000 STRY REPL RND BUR 4MM 12 FLUT EA
5605-26-000 STRY REPL RND BUR 4.7MM 12 FLUT EA
5605-27-000 STRY REPL RND BUR 6MM 16 FLUT EA
5605-28-000 STRY REPL RND BUR 7MM 14 FLUT EA
5605-29-000 STRY REPL WR WR PASS DR 1MM EA
5605-30-000 STRY REPL WR WR PASS DR 1.2MM EA
5605-31-000 STRY REPL WR WR PASS DR 1.5MM EA
5605-32-000 STRY REPL WR WR PASS DR 1.9MM EA
5605-33-000 STRY REPL FISSURE BUR 3.2MM EA
5605-34-000 STRY REPL SER BONE DR 2.3MM EA
5605-35-000 STRY REPL LINDEMAN DR 1.5MM EA
5605-36-000 STRY REPL DRILL 1.5MM EA
5605-37-000 STRY REPL DRILL 2.7MM EA
5605-38-000 STRY REPL TOP SIDE CUT DR2.3MM EA
5605-39-000 STRY REPL SWANS PIL PT BUR 2MM EA
5605-40-000 STRY REPL SWANS PIL PT BUR 3MM EA
5605-41-000 STRY REPL SWANS PIL PT BUR 4MM EA
5605-43-000 STRY REPL SIDE CUT BUR 2MM EA
5605-44-000 STRY REPL BAR BUR 6MM 14FLUT EA
5605-45-000 STRY REPL EGG BUR 6MM 14FLUT EA
5605-46-000 STRY REPL PEAR BUR 6MM 14FLUT EA * *
5605-47-000 STRY REPL RND BUR 6MM 15FLUT EA
5605-48-000 STRY REPL RND BUR 7MM 14FLUT EA
5605-49-000 STRY REPL EGG BUR 4MM 10FLUT EA
5605-50-000 ROUND SS OTOLOGY BUR EA
5605-51-000 ROUND SS OTOLOGY BUR EA
5605-52-000 STRY REPL RND BAY BUR 2MM EA
5605-53-000 STRY REPL RND BAY BUR 2.5MM EA
5605-54-000 STRY REPL RND BAY BUR 3MM EA
5605-55-000 STRY REPL RND BAY BUR 3.5MM EA
5605-56-000 STRY REPL RND BAY BUR 4MM EA
5605-57-000 STRY REPL RND BAY BUR 4.5MM EA
5605-58-000 STRY REPL RND BAY BUR 5MM EA
5605-59-000 STRY REPL RND BUR 2.4MM 6FLUT EA
5605-60-000 STRY REPL RND BUR 3.2MM 6FLUT EA
5605-61-000 STRY REPL RND BUR 4MM 6FLUT EA
5605-62-000 STRY REPL RND BUR 4MM 8FLUT EA
5605-63-000 STRY REPL RND BUR 4.8MM 6FLUT EA
5605-64-000 STRY REPL RND BUR 4.8MM 8FLUT EA
5605-65-000 STRY REPL RND BUR 5.5MM 8FLUT EA
5605-66-000 STRY REPL RND BUR 6.3MM 8FLUT EA
5605-67-000 STRY REPL RND BUR 7.1MM 8FLUT EA
5605-68-000 STRY REPL RND BUR 1MM 12FLUT EA
5605-69-000 STRY REPL RND BUR 1.5MM 16FLUT EA
- -----------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5605-70-000 STRY REPL RND BUR 2MM 18FLUT EA
5605-71-000 STRY REPL RND BUR 2.3MM 20FLUT EA
5605-72-000 STRY REPL RND BUR 3MM 20FLUT EA
5605-73-000 STRY REPL RND BUR 4MM 25FLUT EA
5605-74-000 STRY REPL RND CAR BUR 2.3MM EA
5605-75-000 STRY REPL SIDE CUT CAR BUR 1.6 EA
5605-76-000 STRY REPL SIDE CUT CAR BUR 1.2 EA
5605-77-000 STRY REPL SIDE CUT CAR BUR 1.6 EA
5605-78-000 STRY REPL SIDE CUT CAR BUR 2.1 EA
5605-79-000 STRY REPL RND CAR BUR 1.8MM EA
5605-81-000 STRY REPL END CUT CAR BUR 1.2 EA
5606-01-000 STRY REPL 1104 SM OSCIL BLADE EA
5606-02-000 STRY REPL 1102 SM OSCIL BLADE EA
5606-03-000 STRY REPL 1116 SM OSCIL BLADE EA
5606-04-000 STRY REPL 1114 SM OSCIL BLADE EA
5606-05-000 STRY REPL 1100 SEC OSCIL BLADE EA
5606-06-000 STRY REPL 1101 SEC OSCIL BLADE EA
5606-07-000 STRY REPL 1106 SEC OSCIL BLADE EA
5606-08-000 STRY REPL SPIN COL OSCIL BLADE EA
5606-09-000 STRY REPL SM OSCIL MAND RND LG EA
5606-10-000 STRY REPL SM OSCIL MAND RND SM EA
5606-11-000 STRY REPL LG OSCIL WI .025 EA * *
5606-12-000 STRY REPL 277-31-101 SM OSCIL EA
5606-13-000 STRY REPL 277-31-102 SM OSCIL EA
5606-14-000 STRY REPL 277-31-103 SM OSCIL EA
5606-15-000 STRY REPL 277-31-104 SM OSCIL EA
5606-16-000 STRY REPL LG OS EX KNEE .035 EA
5606-17-000 STRY REPL LG OSCIL RL WI .035 EA
5606-18-000 STRY REPL LG OSCIL BL WI .050 EA
5606-19-000 STRY REPL LG OSCIL BL MD .032 EA
5606-20-000 STRY REPL LG OSCIL BL MD .025 EA
5606-21-000 STRY REPL 27788125 LG OS STERN EA
5606-22-000 STRY REPL 27788137 LG OS STERN EA
5606-23-000 STRY REPL 27788140 LG OSCIL EA
5606-24-000 STRY REPL 27788145 LG OSCIL EA
5606-25-000 STRY REPL 27788150 LG OSCIL EA
5606-26-000 STRY REPL 27788155 LG OSCIL EA
5606-27-000 STRY REPL 27788156 LG OSCIL EA
5606-28-000 STRY REPL 27788160 LG OSCIL EA
5606-29-000 STRY REPL 27788175 LG OSCIL EA
5606-30-000 LG OSCIL KNEE BLD 4X.035 THI EA
5606-31-000 LG OSCIL BL 4X.050 THI EA
5606-32-000 LG OSCIL BL 4X.025 EX WIDE EA
5606-33-000 LG OSCIL STER BL .025 THI EA
- -----------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5606-36-000 LG OSCI KNEE BL .035 THI EA
5606-37-000 STRY REPL 27731410 SM OSCIL EA
5606-38-000 STRY REPL 27731411 SM OSCIL EA
5606-39-000 STRY REPL 27731412 SM OSCIL EA
5606-40-000 STRY REPL 27731413 SM OSCIL EA
5606-41-000 STRY REPL 27731414 SM OSCIL EA
5606-42-000 STRY REPL 27731415 SM CRES OS EA
5606-43-000 STRY REPL 27731416 SM CRES OS EA
5606-44-000 STRY REPL 2773132 SM CRES OS EA
5606-45-000 STRY REPL 2773132 SM MANDIB OS EA
5606-46-000 STRY REPL 2773133 SM ILAC CR EA
5606-47-000 STRY REPL 2773134 SM MANDIB OS EA
5606-48-000 STRY REPL 2773150 SM MANDIB OS EA
5606-49-000 STRY REPL 2773152 SM MANDIB OS EA
5606-50-000 STRY REPL 1675111 SM RECIP R/E EA
5606-51-000 STRY REPL 1675106 SM RECIP R/E EA
5606-52-000 STRY REPL 1675121 SM RECIP EA
5606-53-000 STRY REPL 1675111 SM RECIP EA
5606-54-000 STRY REPL 1675123 SM RECIP EA * *
5606-55-000 STRY REPL SM RECIP R-PLASTY EA
5606-56-000 STRY REPL 167512 SM RECIP EA
5606-57-000 STRY REPL 27787100 SM RECIP EA
5606-58-000 STRY REPL 29897100 SM RECIP EA
5606-59-000 STRY REPL 27796250 LG RECIP EA
5606-60-000 STRY REPL 27796300 LG RECIP EA
5606-61-000 STRY REPL 27796325 LG RECIP EA
5606-66-000 ZIM REPL WR PS DR 1MM EA
5606-67-000 ZIM REPL WR PS DR 1.5MM EA
5606-83-000 STRY REPL SM SAG BL ANG EA
5606-84-000 STRY REPL SM SAG RL ST EA
5607-01-000 ZIM REPL RND HEAD BUR 2.3MM EA
5607-02-000 ZIM REPL SIDE CUT BUR 1.6MM EA
5607-03-000 SIDE CUT TAP BUR 1.2MM EA
5607-04-000 ZIM REPL SID CUT TAP BUR 1.6MM EA
5607-05-000 SIDE CUT TAP BUR 1.8MM EA
5607-06-000 ZIM REPL RND HEAD BUR 1.8MM EA
5607-07-000 ZIM REP RND END BUR 1.2MM EA
5607-08-000 ZIM REPL SID CUT CAR BUR 1.2MM EA
5607-09-000 SIDE/END CUT CAR BUR 0.5MM EA
5607-10-000 ZIM REPL SID CUT CAR BUR 1MM EA
5607-11-000 ZIM REPL MD SIDE CAR BUR 1.5MM EA
5607-12-000 MED SIDE CUT TOP CAR BUR 1MM EA
5607-13-000 ZIM REPL MD SIDE CAR BUR 1.5MM EA
5607-14-000 ZIM REPL MD SIDE CAR BUR 2MM EA
- -----------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5607-15-000 ZIM REPL MD LIND SS BUR 1.6MM EA
5607-16-000 ZIM REPL MD SIDE CAR BUR 2MM EA
5607-17-000 ZIM REPL CUT CAR BUR 1MM EA
5607-18-000 ZIM REPL MD RND CAR BUR 1.5MM EA
5607-19-000 ZIM REPL MD RND CAR BUR 2.0MM EA
5607-20-000 ZIM REPL MED RND CAT CUR 2.4MM EA
5607-21-000 ZIM REPL MED RND CUT CUR 3MM EA
5607-22-000 ZIM REPL MED RND CUT CAR 4MM EA
5607-23-000 ZIM REPL MED RND CUT CAR 5MM EA
5607-24-000 ZIM REPL MED RND CUT CAR 6.5MM EA
5607-25-000 ZIM REPL MED OV CUT CAR 4MM EA
5607-26-000 ZIM REPL MED OV CUT CAR 5.5MM EA
5607-27-000 ZIM REPL MED BAR CAR BUR 2MM EA
5607-28-000 ZIM REPL MED BAR CAR BUR 4MM EA
5607-29-000 ZIM REPL MED RND BAY BUR 2MM EA
5607-30-000 ZIM REPL MED RND BAY BUR 4MM EA
5607-31-000 ZIM REPL MED RND BAY BUR 6MM EA
5607-32-000 ZIM REPL MED OV BAY BUR 4MM EA
5607-33-000 ZIM REPL BAY DERMABRADER 4MM EA
5607-34-000 ZIM REPL BAY DERMABRADER 7MM EA
5607-35-000 ZIM REPL BAY DERMABRADER 12MM EA
5607-36-000 ZIM REPL BAY DERMABRADER 10MM EA
5607-37-000 BAY DERMABRADER 5MM EA * *
5607-38-000 LIND CAR BUR 1.5MM EA
5607-39-000 SHANNON 44 SS BUR 2.3MM EA
5607-40-000 LIND CAR BUR 1.5MM EA
5607-41-000 ZIM REPL LNG SD TAP BUR 1.7MM EA
5607-42-000 ZIM REPL LNG SD TAP BUR 1.5MM EA
5607-43-000 ZIM REPL LNG SD TAP BUR 2MM EA
5607-44-000 ZIM REPL LNG SD TAP BUR 2MM EA
5607-45-000 ZIM REPL LNG RND CAR BUR 1MM EA
5607-46-000 ZIM REPL LNG RND CAR BUR 1.5MM EA
5607-47-000 ZIM REPL LNG RND CAR BUR 2MM EA
5607-48-000 ZIM REPL LNG RND CAR BUR 3MM EA
5607-49-000 ZIM REPL LNG RND CAR BUR 4MM EA
5607-50-000 ZIM REPL LNG RND CAR BUR 5MM EA
5607-51-000 ZIM REPL LNG RND CAR BUR 6.5MM EA
5607-52-000 ZIM REPL LNG OV CAR BUR 4MM EA
5607-53-000 ZIM REPL LNG OV CAR BUR 5.5MM EA
5607-54-000 ZIM REPL LNG BAR CAR BUR 2MM EA
5607-55-000 ZIM REPL LNG BAR CAR BUR 4MM EA
5607-56-000 ZIM REPL LNG RND BAY BUR 2MM EA
5607-57-000 ZIM REPL LNG RND DMD BUR 3MM EA
5607-58-000 ZIM REPL LNG RND DMD BUR 4MM EA
5607-59-000 ZIM REPL LNG RND DMD BUR 5MM EA
- -----------------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separetly with the Commissions.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5607-60-000 ZIM REPL LNG RND DMD BUR 6MM EA
5607-61-000 ZIM REPL LNG OV DMD BUR 4MM EA
5607-63-000 Z LNG SD CUT TAP CAR BUR 2MM EA
5607-64-000 ZIM REPL X LNG RND CAR BUR 2MM EA
5607-65-000 X LNG RND CUT CAR BUR 3MM EA
5607-66-000 ZIM REPL X LNG RND CAR BUR 4MM EA
5607-67-000 ZIM REPL X LNG RND CAR BUR 5MM EA
5607-68-000 ZIM REPL X LNG OV CAR BUR 4MM EA
5607-69-000 ZIM REPL X LNG OV CAR BUR 5.5 EA
5607-70-000 ZIM REPL X LNG RND DMN BUR 2MM EA
5607-71-000 ZIM REPL X LNG RND DMN BUR 3MM EA
5607-72-000 ZIM REPL X LNG RND DMN BUR 5MM EA
5607-73-000 ZIM REPL SH SD CAR BUR 1MM EA
5607-74-000 ZIM REPL SH SD CAR BUR 1.5MM EA
5607-75-000 ZIM REPL SH SD CAR BUR 1.7MM EA
5607-76-000 ZIM REPL SH SD CAR BUR 1.5MM EA
5607-77-000 ZIM REPL SH SD CAR BUR 2MM EA
5607-78-000 ZIM REPL SH RND CAR BUR 1MM EA
5607-79-000 ZIM REPL SH RND CAR BUR 1.5MM EA
5607-81-000 ZIM REPL SH RND CAR BUR 2MM EA
5607-84-000 ZIM REPL STERNUM BLADE EA * *
5607-85-000 ZIM REPL NEURO SPINAL BL EA
5607-86-000 ZIM REPL NEURO ST/FLT/BL EA
5607-87-000 ZIM REPL NEURO WR PASS DR EA
5607-88-000 ZIM REPL OSCILLATOR BL 5052550 EA
5607-89-000 ZIM REPL OSCILLATOR BL 5052551 EA
5607-90-000 ZIM REPL OSCILLATOR BL 5052552 EA
5607-91-000 ZIM REPL OSCILLATOR BL 5052553 EA
5607-92-000 ZIM REPL OSCILLATOR BL 5052554 EA
5607-93-000 OSCILLATOR BLADE .040IN EA
5607-94-000 ZIM REPL OSCILLATOR BL 5052555 EA
5607-95-000 OSCILLATOR BL FITS ZIM EA
5607-96-000 ZIM REPL SM OSC BL ST 5MM EA
5607-97-000 ZIM REPL SM OSC BL ST 10MM EA
5607-98-000 ZIM REPL SM OSC BL ST 5MM EA
5607-99-000 ZIM REPL SM OSC BL ST 10MM EA
5608-01-000 ZIM REPL SM OSC BL ST 5MM EA
5608-02-000 SM OSC BL ST 10MM EA
5608-03-000 ZIM REPL SM OSC BL 18MM EA
5608-04-000 SM OSC BL 18MM FITS ZIMMER EA
5608-05-000 ZIM REPL SM OSC BL BENT 5MM EA
5608-06-000 SM OSC BL FITS ZIMMER EA
5608-07-000 ZIM REPL SM OSC BL 5053-69/269 EA
5608-08-000 ZIM REPL SM OSC BL CRESC 9MM EA
- -------------------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions ommitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5608-09-000 ZIM REPL SM OSC BL CRESC 13MM EA
5608-10-000 ZIM REPL SM OSC BL CRESC 18MM EA
5608-11-000 ZIM REPL SM OSC BL ST 10MM EA
5608-12-000 ZIM REPL AIR DRIV BL EA
5608-13-000 ZIM REPL STERNOTOMY BL EA
5608-14-000 ZIM REPL OSC EXT KNEE BL .050 EA
5608-15-000 OSC BL 19MM x 85MM DEEP CUT EA
5608-16-000 ZIM REPL OSC BL OPPOSED THT EA
5608-17-000 ZIM REPL OSC BL OPPOSED THT EA
5608-18-000 ZIM REPL OSC BL 19.5x71MM DP EA
5608-19-000 ZIM REPL SM OSC BL 10x28.5 DP EA
5608-20-000 ZIM REPL SM OSC BL CURV PROF EA
5608-21-000 SM OSC BL BENT 5.5MM FITS ZIM EA
5608-22-000 LG OSC BL EXT KNEE .035 THI EA
5608-23-000 SM OSC BL BENT 9.5MM FITS ZIM EA
5608-24-000 LG OSC BL EXT KNEE .035 THI EA
5608-25-000 OSC BL 19.5x71MM DEEP CT EA
5608-26-000 ZIM REPL X LG OS BL EA
5608-28-000 SM RECIP BL FITS ZIM EA
5608-29-000 ZIM RPL SM RECP BL 5053-21/221 EA
5608-30-000 ZIM REPL STERN BL 5059-032 EA
5608-32-000 ZIM REPL SM RECIP BL 5053-050 EA * *
5608-33-000 ZIM REPL SM RECIP BL 5053-051 EA
5608-34-000 ZIM REPL SM RECIP BL 5053-052 EA
5608-35-000 ZIM REPL SM RECIP BL 5053-053 EA
5608-36-000 ZIM RPL LG RCIP BL 5052-58/258 EA
5608-37-000 ZIM RPL LG RCIP BL 5052-59/259 EA
5608-38-000 ZIM RPL RECIP BL 5052-60/260 EA
5608-39-000 ZIM RPL RECIP BL 5052-61/261 EA
5608-40-000 ZIM RPL RECIP BL 5052-73/273 EA
5608-41-000 ZIM RPL SM RCIP BL 5053-20/220 EA
5608-42-000 ZIM REPL BENT OSTEOTOMY BL EA
5608-43-000 ZIM REPL SM SAG BL FINE TOOTH EA
5608-44-000 SM SAG BL FINE TOOTH FITS ZIM EA
5608-45-000 SM SAG BL FINE TOOTH FITS ZIM EA
5608-46-000 SM SAG BL FINE TOOTH FITS ZIM EA
5608-47-000 ZIM REPL SM SAG BL COAR 505330 EA
5608-48-000 ZIM REPL SM SAG BL COAR 505331 EA
5608-49-000 ZIM REPL SM SAG BL COAR 505332 EA
5608-50-000 ZIM REPL SM SAG BL COAR 505333 EA
5608-51-000 ZIM REPL SM SAG BL COAR 505334 EA
5608-52-000 ZIM REPL SM SAG BL COAR 505335 EA
5608-53-000 ZIM REPL SM SAG BL COAR 505336 EA
5608-54-000 ZIM REPL SM SAG BL COAR 505337 EA
5608-55-000 ZIM REPL SM SAG BL FINE 505338 EA
- -------------------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions ommitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5608-56-000 ZIM REPL SM SAG BL FINE 505339 EA
5608-57-000 ZIM REPL SM SAG BL FINE 505340 EA
5608-58-000 ZIM REPL SM SAG BL FINE 505341 EA
5608-59-000 ZIM REPL SM SAG BL FINE 505342 EA
5608-60-000 ZIM REPL SM SAG CURV FINE -28 EA
5608-61-000 ZIM REPL SM SAG CURV FINE -29 EA
5608-62-000 ZIM REPL SWANS PIL PT REAM 2MM EA
5608-63-000 ZIM REPL SWANS PIL PT REAM 3MM EA
5608-64-000 ZIM REPL SWANS PIL PT REAM 4MM EA
5608-65-000 SWANS PIL PT REAM 5MM EA
5608-66-000 ZIM REPL WIRE PASS DRILL 1MM EA
5608-67-000 ZIM REPL WIRE PASS DRILL 1.5MM EA
5608-68-000 ZIM REPL WIRE PASS DRILL 2MM EA
5608-69-000 WIRE PASS DRILL EA
5608-90-000 ZIM STYLE BL .050 IN TH EA
5608-91-000 ZIM STYLE RIB BL .060 IN TH EA
5608-92-000 ZIM STYLE DMND TTH BL . 050 TH EA
5608-93-000 ZIM STYLE NARROW BL .050 TH EA
5609-01-000 ZIM RPL OSTEO BURR 5056-17 EA
5609-02-000 ZIM RPL OSTEO BURR 5056-18 EA
5609-03-000 ZIM RPL OSTEO BURR 5056-19 EA
5609-04-000 ZIM RPL OSTEO BURR 5056-25 EA * *
5609-05-000 ZIM RPL OSTEO BURR 5056-26 EA
5609-06-000 ZIM RPL OSTEO BURR 5056-27 EA
5609-07-000 ZIM RPL OSTEO BURR 5056-28 EA
5609-08-000 ZIM RPL OSTEO BURR 5056-40 EA
5609-09-000 ZIM RPL OSTEO BURR 5056-42 EA
5609-10-000 ZIM RPL OSTEO BURR 5056-44 EA
5609-11-000 ZIM RPL OSTEO BURR 5056-45 EA
5609-12-000 ZIM RPL OSTEO BURR 5056-46 EA
5609-13-000 ZIM RPL OSTEO BURR 5056-47 EA
5609-14-000 ZIM RPL OSTEO BURR 5056-48 EA
5609-15-000 ZIM RPL OSTEO BURR 5056-50 EA
5609-16-000 ZIM RPL OSTEO BURR 5056-52 EA
5609-17-000 ZIM RPL OSTEO BURR 5056-58 EA
5609-18-000 ZIM RPL OSTEO BURR 5056-59 EA
5609-19-000 ZIM RPL OSTEO BURR 5056-60 EA
5609-20-000 ZIM RPL OSTEO BURR 5056-61 EA
5609-21-000 ZIM RPL OSTEO BURR 5056-62 EA
5609-22-000 ZIM RPL OSTEO BURR 5056-58 EA
5609-23-000 ZIM RPL OSTEO BURR 5056-64 EA
5609-24-000 ZIM RPL OSTEO BURR 5056-65 EA
5609-25-000 ZIM RPL OSTEO BURR 5056-66 EA
5609-26-000 ZIM RPL OSTEO BURR 5056-80 EA
- -------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5609-27-000 ZIM RPL OSTEO BURR 5056-81 EA
5609-28-000 ZIM RPL OSTEO BURR 5056-82 EA
5609-29-000 ZIM RPL OSTEO BURR 5056-83 EA
5609-30-000 ZIM RPL OSTEO BURR 5056-84 EA
5609-31-000 ZIM RPL OSTEO BURR 5056-85 EA
5609-32-000 ZIM RPL OSTEO BURR 5056-86 EA
5610-01-000 3M REPL NEURO BL C451 EA
5610-03-000 3M MAXI-DRIV REPL OS BL TOT KN EA
5610-04-000 3M MAXI-DRIV REPL OS BL TOT KN EA
5610-05-000 3M REPL OS BL L121 EA
5610-06-000 3M REPL OS BL L122 EA
5610-07-000 3M REPL OS BL L123 EA
5610-08-000 3M REPL OS BL L124 EA
5610-09-000 3M REPL OS BL L125 EA
5610-10-000 3M REPL OS BL L126 EA
5610-11-000 3M REPL OS BL L127 EA
5610-12-000 3M REPL OS BL L128 EA
5610-13-000 3M REPL OS BL L129 EA
5610-14-000 3M REPL OS BL L130 EA
5610-15-000 3M REPL OS BL L131 EA
5610-16-000 3M REPL OS BL L132 EA * *
5610-17-000 3M REPL OS BL L133 EA
5610-18-000 3M REPL OS BL L134 EA
5610-19-000 3M REPL OS BL L135 EA
5610-20-000 OS BL FITS 3M MAXI-DRIVER EA
5610-21-000 3M REPL OS BL L137 EA
5610-22-000 3M REPL OS BL L138 EA
5610-23-000 LG OS EX KNEE BL .035 IN THI EA
5610-24-000 LG OS EX KNEE BL .035 IN THI EA
5610-26-000 3M AIR DRIV REPLOSTEO D392 EA
5610-27-000 3M AIR DRIV REPLOSTEO D397 EA
5610-29-000 3M AIR DRIV REPLOSTEO D401 EA
5610-30-000 3M AIR DRIV REPLOSTEO D402 EA
5610-32-000 3M REPL RECIP BL P510 EA
5610-33-000 3M REPL RECIP BL P511 EA
5610-34-000 3M REPL RECIP BL P512 EA
5610-35-000 3M REPL RECIP BL P513 EA
5610-36-000 3M REPL SAG BL MINI DRIV K121 EA
5610-37-000 3M REPL SAG BL MINI DRIV K122 EA
5610-38-000 3M REPL SAG BL MINI DRIV K123 EA
5610-39-000 3M REPL SAG BL MINI DRIV K124 EA
5610-40-000 3M REPL SAG BL MINI DRIV K125 EA
5610-41-000 3M REPL SAG BL MINI DRIV K131 EA
5610-42-000 3M REPL SAG BL MINI DRIV K132 EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5610-43-000 3M REPL SAG BL MINI DRIV K134 EA
5610-44-000 3M REPL SAG BL MINI DRIV K134 EA
5610-45-000 3M REPL SAG BL MINI DRIV K134 EA
5610-54-000 OSC BL MAX DRIV DMND TTH .050 EA
5614-50-000 Z REPL CEBATOME BURR 5052-181 EA
5614-51-000 Z REPL CEBATOME BURR 5052-182 EA
5614-52-000 Z REPL CEBATOME BURR 5052-183 EA
5614-53-000 Z REPL CEBATOME BURR 5052-184 EA
5614-54-000 Z REPL CEBATOME BURR 5052-185 EA
5614-55-000 Z REPL CEBATOME BURR 5052-186 EA
5617-01-000 STRY RPL SM OSC BL 296-31-410 EA
5617-02-000 STRY RPL SM OSC BL 296-31-411 EA
5617-03-000 STRY RPL SM OSC BL 296-31-412 EA
5617-04-000 STRY RPL SM OSC BL 296-31-413 EA
5617-05-000 STRY RPL SM OSC BL 296-31-414 EA
5617-06-000 STRY RPL SM OSC BL 296-31-415 EA
5617-20-000 STRY RPL SM SAG BL 296-34-102 EA
5617-21-000 STRY RPL SM SAG BL 296-34-103 EA
5617-22-000 STRY RPL SM SAG BL 296-34-105 EA
5617-23-000 STRY RPL SM SAG BL 296-34-106 EA
5617-30-000 STRY RPL SM RECP BL 296-37-11 EA * *
5617-31-000 STRY RPL SM RECP BL 296-37-111 EA
5617-32-000 STRY RPL SM RECP BL 296-37-12 EA
5617-33-000 STRY RPL SM RECP BL 296-37-123 EA
5617-34-000 STRY RPL SM RECP BL 296-37-133 EA
5625-01-000 AO/SYN REPL TAP 1.5MM 311.15 EA
5625-02-000 AO/SYN REPL TAP 2.0MM 311.19 EA
5625-03-000 AO/SYN REPL TAP 2.7MM 311.25 EA
5625-04-000 AO/SYN REPL TAP 3.5MM 311.32 EA
5625-05-000 AO/SYN REPL TAP 3.5MM 311.33 EA
5625-06-000 AO/SYN REPL TAP 3.5MM 311.34 EA
5625-07-000 AO/SYN REPL TAP 4.5MM 311.45 EA
5625-08-000 AO/SYN REPL TAP 4.5MM 311.48 EA
5626-01-000 DYONICS REPL OSC BL 3701 EA
5626-02-000 DYONICS REPL OSC BL 3702 EA
5626-03-000 DYONICS REPL OSC BL 3703 EA
5626-04-000 DYONICS REPL OSC BL 3704 EA
5626-05-000 DYONICS REPL OSC BL 3705 EA
5626-06-000 DYONICS REPL OSC BL 3706 EA
5626-22-000 ZIM REPL STERNUM BL 5059-023 EA
5626-30-000 3M REPL LG OSC BL 102-589 EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5626-60-000 TAVA REPL BL 3/4 DMD-3M STYLE EA
5626-66-000 TAVA REPL BL 3/4 DMD OLD STYLE EA
5627-11-000 AMK BL 1IN DMD OLD STRY S EA
5627-12-000 AMK BL 1/2IN DMD OLD STRY S EA * *
5627-15-000 AMK BL 1IN DMD SYTLES S EA
5627-16-000 AMK BL 1/2IN DMD ZIM STYLE S EA
5627-17-000 AMK BL 1IN DMD 3M STYLE S EA
5627-18-000 AMK BL 1/2IN DMD 3M STYLE S EA
5627-23-000 LCS BL 1IN NEW ZIM STERILE EA
5627-24-000 LCS BL 1/2IN NEW ZIM STERILE EA
5627-25-000 LCS BL 1IN AO STERILE EA
5627-26-000 LCS BL 1/2 IN AO STERILE EA
5627-29-000 AMK BL 1 IN AO STERILE EA
5627-30-000 AMK BL 1/2 IN AO STERILE EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5609-27-000 ZIM RPL OSTEO BURR 5056-81 EA
5609-28-000 ZIM RPL OSTEO BURR 5056-82 EA
5609-29-000 ZIM RPL OSTEO BURR 5056-83 EA
5609-30-000 ZIM RPL OSTEO BURR 5056-84 EA
5609-31-000 ZIM RPL OSTEO BURR 5056-85 EA
5609-32-000 ZIM RPL OSTEO BURR 5056-86 EA
5610-01-000 3M REPL NEURO BL C451 EA
5610-03-000 3M MAXI-DRIV REPL OS BL TOT KN EA
5610-04-000 3M MAXI-DRIV REPL OS BL TOT KN EA
5610-05-000 3M REPL OS BL L121 EA
5610-06-000 3M REPL OS BL L122 EA
5610-07-000 3M REPL OS BL L123 EA
5610-08-000 3M REPL OS BL L124 EA
5610-09-000 3M REPL OS BL L125 EA
5610-10-000 3M REPL OS BL L126 EA
5610-11-000 3M REPL OS BL L127 EA
5610-12-000 3M REPL OS BL L128 EA
5610-13-000 3M REPL OS BL L129 EA
5610-14-000 3M REPL OS BL L130 EA
5610-15-000 3M REPL OS BL L131 EA
5610-16-000 3M REPL OS BL L132 EA
5610-17-000 3M REPL OS BL L133 EA * *
5610-18-000 3M REPL OS BL L134 EA
5610-19-000 3M REPL OS BL L135 EA
5610-20-000 OS BL FITS 3M MAXI-DRIVER EA
5610-21-000 3M REPL OS BL L137 EA
5610-22-000 3M REPL OS BL L138 EA
5610-23-000 LG OS EX KNEE BL .035 IN THI EA
5610-24-000 LG OS EX KNEE BL .035 IN THI EA
5610-26-000 3M AIR DRIV REPLOSTEO D392 EA
5610-27-000 3M AIR DRIV REPLOSTEO D397 EA
5610-29-000 3M AIR DRIV REPLOSTEO D401 EA
5610-30-000 3M AIR DRIV REPLOSTEO D402 EA
5610-32-000 3M REPL RECIP BL P510 EA
5610-33-000 3M REPL RECIP BL P511 EA
5610-34-000 3M REPL RECIP BL P512 EA
5610-35-000 3M REPL RECIP BL P513 EA
5610-36-000 3M REPL SAG BL MINI DRIV K121 EA
5610-37-000 3M REPL SAG BL MINI DRIV K122 EA
5610-38-000 3M REPL SAG BL MINI DRIV K123 EA
5610-39-000 3M REPL SAG BL MINI DRIV K124 EA
5610-40-000 3M REPL SAG BL MINI DRIV K125 EA
5610-41-000 3M REPL SAG BL MINI DRIV K131 EA
5610-42-000 3M REPL SAG BL MINI DRIV K132 EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5610-43-000 3M REPL SAG BL MINI DRIV K134 EA
5610-44-000 3M REPL SAG BL MINI DRIV K134 EA
5610-45-000 3M REPL SAG BL MINI DRIV K134 EA
5610-54-000 OSC BL MAX DRIV DMND TTH .050 EA
5614-50-000 Z REPL CEBATOME BURR 5052-181 EA
5614-51-000 Z REPL CEBATOME BURR 5052-182 EA
5614-52-000 Z REPL CEBATOME BURR 5052-183 EA
5614-53-000 Z REPL CEBATOME BURR 5052-184 EA
5614-54-000 Z REPL CEBATOME BURR 5052-185 EA
5614-55-000 Z REPL CEBATOME BURR 5052-186 EA
5617-01-000 STRY RPL SM OSC BL 296-31-410 EA
5617-02-000 STRY RPL SM OSC BL 296-31-411 EA
5617-03-000 STRY RPL SM OSC BL 296-31-412 EA
5617-04-000 STRY RPL SM OSC BL 296-31-413 EA
5617-05-000 STRY RPL SM OSC BL 296-31-414 EA
5617-06-000 STRY RPL SM OSC BL 296-31-415 EA
5617-20-000 STRY RPL SM SAG BL 296-34-102 EA
5617-21-000 STRY RPL SM SAG BL 296-34-103 EA
5617-22-000 STRY RPL SM SAG BL 296-34-105 EA
5617-23-000 STRY RPL SM SAG BL 296-34-106 EA
5617-30-000 STRY RPL SM RECP BL 296-37-11 EA * *
5617-31-000 STRY RPL SM RECP BL 296-37-111 EA
5617-32-000 STRY RPL SM RECP BL 296-37-12 EA
5617-33-000 STRY RPL SM RECP BL 296-37-123 EA
5617-34-000 STRY RPL SM RECP BL 296-37-133 EA
5625-01-000 AO/SYN REPL TAP 1.5MM 311.15 EA
5625-02-000 AO/SYN REPL TAP 2.0MM 311.19 EA
5625-03-000 AO/SYN REPL TAP 2.7MM 311.25 EA
5625-04-000 AO/SYN REPL TAP 3.5MM 311.32 EA
5625-05-000 AO/SYN REPL TAP 3.5MM 311.33 EA
5625-06-000 AO/SYN REPL TAP 3.5MM 311.34 EA
5625-07-000 AO/SYN REPL TAP 4.5MM 311.45 EA
5625-08-000 AO/SYN REPL TAP 4.5MM 311.48 EA
5626-01-000 DYONICS REPL OSC BL 3701 EA
5626-02-000 DYONICS REPL OSC BL 3702 EA
5626-03-000 DYONICS REPL OSC BL 3703 EA
5626-04-000 DYONICS REPL OSC BL 3704 EA
5626-05-000 DYONICS REPL OSC BL 3705 EA
5626-06-000 DYONICS REPL OSC BL 3706 EA
5626-22-000 ZIM REPL STERNUM BL 5059-023 EA
5626-30-000 3M REPL LG OSC BL 102-589 EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5626-60-000 TAVA REPL BL 3/4 DMD-3M STYLE EA
5626-66-000 TAVA REPL BL 3/4 DMD OLD STYLE EA
5627-11-000 AMK BL 1IN DMD OLD STRY S EA
5627-12-000 AMK BL 1/2IN DMD OLD STRY S EA
5627-15-000 AMK BL 1IN DMD SYTLES S EA
5627-16-000 AMK BL 1/2IN DMD ZIM STYLE S EA
5627-17-000 AMK BL 1IN DMD 3M STYLE S EA * *
5627-18-000 AMK BL 1/2IN DMD 3M STYLE S EA
5627-23-000 LCS BL 1IN NEW ZIM STERILE EA
5627-24-000 LCS BL 1/2IN NEW ZIM STERILE EA
5627-25-000 LCS BL 1IN AO STERILE EA
5627-26-000 LCS BL 1/2 IN AO STERILE EA
5627-29-000 AMK BL 1 IN AO STERILE EA
5627-30-000 AMK BL 1/2 IN AO STERILE EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
[LOGO] DePuY Inc DePuY International Ltd
PO Box 988 St Anthony's Road
700 Orthopaedic Drive Leeds LS11 8DT
Warsaw, IN 46581 0988 England
USA Telephone: +44(113) 270 0461
Tel:1 800 366 8143 Fax: +44(113) 270 0239
<PAGE>
COLUMBIA/HCA
HEALTHCARE
CORPORATION
FRACTURE MANAGEMENT
PRICE LIST
AGREEMENT EFFECTIVE: JUNE 1, 1995-MAY 31, 1998
ENCLOSED PRICING VALID: JUNE 1, 1995-MAY 31, 1997
[LOGO]
ACE
[DEPUY LOGO] MEDICAL
COMPANY
<PAGE>
TABLE OF CONTENTS
SECTION I
-----------------------------
DEPUY FRACTURE MANAGEMENT
Return Goods Policy
Commitment Form
PRODUCT CATEGORIES
Fracture Management Stainless Steel
General Instruments
Burrs/Blades
SECTION II
-----------------------------
ACE FRACTURE MANAGEMENT
Return Goods Policy
Commitment Form
PRODUCT CATEGORIES
Fracture Management Titanium
External Fixation
Internal Fixation
Cervical Spine
Cases
SECTION III
-----------------------------
DEPUY PROSOURCE
ARTHROSCOPY/SPORTS MEDICINE
Return Goods Policy
Commitment Form
Services Agreement
PRODUCT CATEGORIES
Repair Service
Saturn Scopes/Fiberoptic Cables
M. Kurosaka Interference & Advantage Fixation Screws
Dura*Kold Ice Wraps
Descriptive product brochures are available through your local representative.
<PAGE>
DEPUY STAINLESS STEEL
<PAGE>
DEPUY COLUMBIA/HCA
FRACTURE MANAGEMENT
LETTER OF COMMITMENT
The undersigned Hospital, a participating COLUMBIA/HCA HEALTHCARE CORPORATION
facility hereby agrees to commit and obtain a *% compliance level of the total
contracted fracture management dollar potential.
CONTRACT PARTICIPATION
----------------------
*% COMPLIANCE LEVEL EQUAL $____________________________
Pricing will become effective upon receipt of this signed form in the DePuy
office. The hospital and DePuy will conduct quarterly reviews of this program.
Failure to obtain the specified compliance level will result in the loss of
those pricing advantages provided in the section of this contract.
This form supersedes any and all previously declared group purchasing
memberships as well as any and all individual facility agreements with DePuy.
Name of Facility _______________________________________________________________
(Please Print or Type)
City __________________________ State _________________ Zip ____________________
Name _______________________________________ Title ____________________________
Signature ____________________________________Date _____________________________
Local DePuy Distributor Signature ______________________________________________
PLEASE MAIL OR FAX TO:
NATIONAL ACCOUNTS MANAGER
DEPUY INC.
PO BOX 988
WARSAW, IN 46581-0988
FAX: 219/269-4532
QUESTIONS, CALL TOLL FREE:
800/347-7450
THANK YOU! WE APPRECIATE YOUR SUPPORT.
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
ORDERING INFORMATION/RETURN GOODS POLICY
DePuy Inc. orders may be placed by:
.Contacting your local DePuy representative (24-hour coverage)
.Calling the DePuy Main Office at (800) 366-8143
.Using FAX Number (800) 669-2530
.Mailing orders to: DePuy
PO Box 988
Warsaw, IN 46581-0988
TERMS
Net 30 Days
REMITTANCE ADDRESS
DePuy
PO Box 506
Warsaw, IN 46581-0506
FREIGHT
All products contained in this price list are F.O.B. destination for
U.P.S. Ground, Parcel Post and Regular Motor Freight. Special handling (i.e
Federal Express, U.P.S. Blue, etc.) will be prepaid and added to the invoice.
RETURN GOODS POLICY
If you find it necessary to return product, for whatever reason, please contact
your local DePuy representative for instructions or call DePuy Customer Service
toll free at (800) 366-8143, or use the toll-free DePuy FAX number,(800)669-
2530. All returns are subject to the following:
1. To expedite the return process, please contact your DePuy sales
representative or DePuy Customer Service.
2. When returning items, please include the date of purchase and invoice
number on the packing list, and provide a written reason for the return.
3. A minimum 15%, up to a maximum of $100, handling charge may be assessed for
all contracted items returned. Sterile packaged items may be returned for
credit only if returned in the original unopened package.
4. Special or altered items cannot be returned for credit.
5. Product can only be returned for credit within 90 days of the invoice date.
6. Please notify your DePuy representative or DePuy Customer Service to
receive credit for products which have either not been received or are
damaged upon receipt within 30 days of the invoice date.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1000-08-000 MOORE 4-7/8X1-1/2 EA
1000-10-000 MOORE 4-7/8X1-5/8 EA
1000-12-000 MOORE 4-7/8X1-11/16 EA
1000-14-000 MOORE 5-1/8X1-3/4 EA
1000-16-000 MOORE 5-1/8X1-13/16 EA
1000-18-000 MOORE 5-11/2X1-7/8 EA
1000-20-000 MOORE 5-11/2X1-15/16 EA
1000-22-000 MOORE 5-13/16X2 EA
1000-23-000 MOORE 6-1/4X2-1/16 EA
1000-24-000 MOORE 6-1/4X2-1/8 EA
1000-26-000 MOORE 6-1/4X2-3/13 EA
1000-28-000 MOORE 6-1/4X2-1/4 EA
1000-30-000 MOORE 6-1/4X2-3/8 EA
1000-32-000 MOORE 6-1/4X2-1/2 EA
1000-12-000 MOORE 8X1-11/16 EA
1000-14-000 MOORE 8X1-3/4 EA
1000-16-000 MOORE 8X1-13/16 EA
1000-18-000 MOORE 8X1-7/8 EA
1000-20-000 MOORE 8X1-15/16 EA
1000-22-000 MOORE 8X2 EA
1000-24-000 MOORE 8X2-1/8 EA * *
1000-21-000 MOORE PROS MD NK 32MM HEAD EA
1000-22-000 MOORE PROS LNG NK 32MM HEAD EA
1000-08-000 THOMPSON PROS 1-1/2 EA
1000-10-000 THOMPSON PROS 1-5/8 EA
1000-12-000 THOMPSON PROS 1-11/16 EA
1000-14-000 THOMPSON PROS 1-3/4 EA
1000-16-000 THOMPSON PROS 1-13/16 EA
1000-18-000 THOMPSON PROS 1-7/8 EA
1000-20-000 THOMPSON PROS 1-15/16 EA
1000-22-000 THOMPSON PROS 2 EA
1000-23-000 THOMPSON PROS 2-1/16 EA
1000-24-000 THOMPSON PROS 2-1/8 EA
1000-26-000 THOMPSON PROS 2-2/16 EA
1000-27-000 THOMPSON PROS 2-1/4 EA
1000-28-000 THOMPSON PROS 2-3/8 EA
1000-30-000 THOMPSON PROS 2-1/2 EA
1000-10-000 IBEAM PROS 6-1/2X1-5/8 EA
1000-12-000 IBEAM PROS 6-1/2X1-11/16 EA
1000-14-000 IBEAM PROS 6-1/2X1-3/4 EA
1000-16-000 IBEAM PROS 6-1/2X1-13/16 EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commissions.
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1024-18-000 IBEAM PROS 6-1/2X1-7/8 EA
1024-20-000 IBEAM PROS 6-1/2X1-15/16 EA
1024-22-000 IBEAM PROS 7-1/2X2 EA
1024-24-000 IBEAM PROS 7-1/2X2-1/8 EA
1024-26-000 IBEAM PROS 7-1/2X2-1/4 EA
1024-28-000 IBEAM PROS 7-1/2X2-3/8 EA
1025-08-000 MOORE NAR 5-1/2X1-1/2 EA
1025-10-000 MOORE NAR 5-1/2X1-5/8 EA
1025-12-000 MOORE NAR 5-1/2X1-11/16 EA
1025-14-000 MOORE NAR 5-1/2X1-3/4 EA
1025-16-000 MOORE NAR 6X1-13/16 EA
1025-18-000 MOORE NAR 6X1-7/8 EA
1025-20-000 MOORE NAR 6X1-15/16 EA
1025-22-000 MOORE NAR 6X2 EA
1108-10-000 KNOWLES PIN 2-1/4 EA
1108-12-000 KNOWLES PIN 2-1/2 EA * *
1108-14-000 KNOWLES PIN 2-3/4 EA
1108-16-000 KNOWLES PIN 3 EA
1108-18-000 KNOWLES PIN 3-1/4 EA
1108-20-000 KNOWLES PIN 3-1/2 EA
1108-22-000 KNOWLES PIN 3-3/4 EA
1108-24-000 KNOWLES PIN 4 EA
1108-26-000 KNOWLES PIN 4-1/4 EA
1108-28-000 KNOWLES PIN 4-4/2 EA
1108-30-000 KNOWLES PIN 4-3/4 EA
1108-32-000 KNOWLES PIN 5 EA
1108-34-000 KNOWLES PIN 5-1/4 EA
1108-36-000 KNOWLES PIN 5-1/2 EA
1108-38-000 KNOWLES PIN 5-3/4 EA
1108-40-000 KNOWLES PIN 6 EA
1109-10-000 KNOWLES PIN 2-1/4 EA
1109-12-000 KNOWLES PIN 2 1/2 EA
1109-14-000 KNOWLES PIN 2-3/4 EA
1109-16-000 KNOWLES PIN 3 EA
1109-18-000 KNOWLES PIN 3-1/4 EA
1109-20-000 KNOWLES PIN 3-1/2 EA
1109-22-000 KNOWLES PIN 3-3/4 EA
1109-24-000 KNOWLES PIN 4 EA
1109-26-000 KNOWLES PIN 4-1/4 EA
1109-28-000 KNOWLES PIN 4-1/2 EA
1109-30-000 KNOWLES PIN 4-3/4 EA
1109-32-000 KNOWLES PIN 5 EA
- ------------------------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1109-34-000 KNOWLES PIN 5-1/4 EA
1109-36-000 KNOWLES PIN 5-1/2 EA
1109-38-000 KNOWLES PIN 5-3/4 EA
1109-40-000 KNOWLES PIN 6 EA
1110-12-000 HAGIE PIN 3/32X1/8 EA
1111-12-000 HAGIE PIN 1/8X5/32 EA
1112-12-000 MOD HAGIE PIN 1/8X3/16 EA
1113-12-000 MOD HAGIE PIN 5/32X1/4 EA
1126-00-000 DEPUY STD BARREL 130 DEG 2H EA
1126-01-000 DEPUY STD BARREL 135 DEG 2H EA
1126-02-000 DEPUY STD BARREL 140 DEG 2H EA
1126-03-000 DEPUY STD BARREL 145 DEG 2H EA
1126-04-000 DEPUY STD BARREL 150 DEG 2H EA
1126-05-000 DEPUY STD BARREL 130 DEG 3H EA
1126-06-000 DEPUY STD BARREL 135 DEG 3H EA * *
1126-07-000 DEPUY STD BARREL 140 DEG 3H EA
1126-08-000 DEPUY STD BARREL 145 DEG 3H EA
1126-09-000 DEPUY STD BARREL 150 DEG 3H EA
1126-10-000 DEPUY STD BARREL 130 DEG 4H EA
1126-11-000 DEPUY STD BARREL 135 DEG 4H EA
1126-12-000 DEPUY STD BARREL 140 DEG 4H EA
1126-13-000 DEPUY STD BARREL 145 DEG 4H EA
1126-14-000 DEPUY STD BARREL 150 DEG 4H EA
1126-15-000 DEPUY STD BARREL 130 DEG 5H EA
1126-16-000 DEPUY STD BARREL 135 DEG 5H EA
1126-17-000 DEPUY STD BARREL 140 DEG 5H EA
1126-18-000 DEPUY STD BARREL 145 DEG 5H EA
1126-19-000 DEPUY STD BARREL 150 DEG 5H EA
1126-20-000 DEPUY STD BARREL 130 DEG 6H EA
1126-21-000 DEPUY STD BARREL 135 DEG 6H EA
1126-22-000 DEPUY STD BARREL 140 DEG 6H EA
1126-23-000 DEPUY STD BARREL 145 DEG 6H EA
1126-24-000 DEPUY STD BARREL 150 DEG 6H EA
1126-25-000 DEPUY STD BARREL 130 DEG 8H EA
1126-26-000 DEPUY STD BARREL 135 DEG 8H EA
1126-27-000 DEPUY STD BARREL 140 DEG 8H EA
1126-28-000 DEPUY STD BARREL 145 DEG 8H EA
1126-29-000 DEPUY STD BARREL 150 DEG 8H EA
1126-30-000 DEPUY STD BARREL 130 DEG 10H EA
1126-31-000 DEPUY STD BARREL 135 DEG 10H EA
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
FRACTURE MANAGEMENT * %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1126-32-000 DEPUY STD BARREL 140 DEG 10H EA
1126-33-000 DEPUY STD BARREL 145 DEG 10H EA
1126-34-000 DEPUY STD BARREL 150 DEG 10H EA
1126-35-000 DEPUY STD BARREL 130 DEG 12H EA
1126-36-000 DEPUY STD BARREL 135 DEG 12H EA
1126-37-000 DEPUY STD BARREL 140 DEG 12H EA
1126-38-000 DEPUY STD BARREL 145 DEG 12H EA
1126-39-000 DEPUY STD BARREL 150 DEG 12H EA
1126-40-000 DEPUY STD BARREL 130 DEG 14H EA
1126-41-000 DEPUY STD BARREL 135 DEG 14H EA
1126-42-000 DEPUY STD BARREL 140 DEG 14H EA
1126-43-000 DEPUY STD BARREL 145 DEG 14H EA
1126-44-000 DEPUY STD BARREL 150 DEG 14H EA
1126-55-000 DEPUY SHORT BARREL 130 DEG 5H EA
1126-56-000 DEPUY SHORT BARREL 135 DEG 5H EA
1126-57-000 DEPUY SHORT BARREL 140 DEG 5H EA
1126-58-000 DEPUY SHORT BARREL 145 DEG 5H EA
1126-59-000 DEPUY SHORT BARREL 150 DEG 5H EA
1126-60-000 DEPUY SUPR COND CHS 90 DEG 8H EA
1126-61-000 DEPUY SUPR COND CHS 90 DEG 10H EA
1126-62-000 DEPUY SUPR COND CHS 90 DEG 12H EA
1126-63-000 DEPUY SUPR COND CHS 95 DEG 8H EA * *
1126-64-000 DEPUY SUPR COND CHS 95 DEG 10H EA
1126-65-000 DEPUY SUPR COND CHS 95 DEG 12H EA
1127-00-000 DEPUY CHS LAG SCREW 55MM EA
1127-02-000 DEPUY CHS LAG SCREW 60MM EA
1127-04-000 DEPUY CHS LAG SCREW 65MM EA
1127-06-000 DEPUY CHS LAG SCREW 70MM EA
1127-08-000 DEPUY CHS LAG SCREW 75MM EA
1127-10-000 DEPUY CHS LAG SCREW 80MM EA
1127-12-000 DEPUY CHS LAG SCREW 85MM EA
1127-14-000 DEPUY CHS LAG SCREW 90MM EA
1127-16-000 DEPUY CHS LAG SCREW 95MM EA
1127-18-000 DEPUY CHS LAG SCREW 100MM EA
1127-20-000 DEPUY CHS LAG SCREW 105MM EA
1127-22-000 DEPUY CHS LAG SCREW 110MM EA
1127-24-000 DEPUY CHS LAG SCREW 115MM EA
1127-26-000 DEPUY CHS LAG SCREW 120MM EA
1127-28-000 DEPUY CHS LAG SCREW 125MM EA
1127-30-000 DEPUY CHS LAG SCREW 130MM EA
1127-40-000 DEPUY SUPER LAG SCREW 55MM EA
1127-42-000 DEPUY SUPER LAG SCREW 60MM EA
1127-44-000 DEPUY SUPER LAG SCREW 65MM EA
1127-46-000 DEPUY SUPER LAG SCREW 70MM EA
- -------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
*
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1127-48-000 DEPUY SUPER LAG SCREW 75MM EA
1127-50-000 DEPUY SUPER LAG SCREW 80MM EA
1127-52-000 DEPUY SUPER LAG SCREW 85MM EA
1127-54-000 DEPUY SUPER LAG SCREW 90MM EA
1127-56-000 DEPUY SUPER LAG SCREW 95MM EA
1127-58-000 DEPUY SUPER LAG SCREW 100MM EA
1127-60-000 DEPUY SUPER LAG SCREW 105MM EA
1127-62-000 DEPUY SUPER LAG SCREW 110MM EA
1127-64-000 DEPUY SUPER LAG SCREW 115MM EA
1127-66-000 DEPUY SUPER LAG SCREW 120MM EA
1127-68-000 DEPUY SUPER LAG SCREW 125MM EA
1127-70-000 DEPUY SUPER LAG SCREW 130MM EA
1127-84-000 DEPUY CHS COMP SCREW 10MM EA
1127-86-000 DEPUY CHS COMP SCREW 15MM EA
1127-94-000 DEPUY CHS COMP SCREW 20MM EA
1127-96-000 DEPUY CHS COMP SCREW 25MM EA
1131-40-000 CANAKIS PIN 2-1/2X5/32 EA
1131-42-000 CANAKIS PIN 2-3/4X5/32 EA
1131-44-000 CANAKIS PIN 3X5/32 EA
1131-46-000 CANAKIS PIN 3-1/4X5/32 EA
1131-48-000 CANAKIS PIN 3-1/2X5/32 EA * *
1131-50-000 CANAKIS PIN 3-3/4X5/32 EA
1131-52-000 CANAKIS PIN 4X5/32 EA
1131-54-000 CANAKIS PIN 4-1/4X5/32 EA
1131-56-000 CANAKIS PIN 4-1/2X5/32 EA
1131-58-000 CANAKIS PIN 4-3/4X5/32 EA
1131-60-000 CANAKIS PIN 5X5/32 EA
1131-62-000 CANAKIS PIN 5-1/4X5/32 EA
1131-64-000 CANAKIS PIN 5-1/2X5/32 EA
1131-66-000 CANAKIS PIN 5-3/4X5/32 EA
1131-68-000 CANAKIS PIN 6X5/32 EA
1444-00-000 PIN SET 3/32 SE
1444-10-000 RACK FOR 3/32 PINS EA
1445-10-000 PIN 1 X 3/32 EA
1445-12-000 PIN 1-1/4 X 3/32 EA
1445-14-000 PIN 1-1/2 X 3/32 EA
1445-16-000 PIN 1-3/4 X 3/32 EA
1445-18-000 PIN 2 X 3/32 EA
1445-20-000 PIN 2-1/4 X 3/32 EA
1445-22-000 PIN 2-1/2 X 3/32 EA
1445-24-000 PIN 2-3/4 X 3/32 EA
1445-26-000 PIN 3 X 3/32 EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1445-28-000 PIN 3-1/4 X 3/32 EA
1445-30-000 PIN 3-1/2 X 3/32 EA
1445-32-000 PIN 3-3/4 X 3/32 EA
1445-34-000 PIN 4 X 3/32 EA
1446-00-000 PIN SET 1/8 SE
1446-10-000 RACK FOR 1/8 PINS EA
1447-10-000 PIN 4X1/8 EA
1447-12-000 PIN 4-1/2X1/8 EA
1447-14-000 PIN 5X1/8 EA
1447-16-000 PIN 5-1/2X1/8 EA
1447-18-000 PIN 6X1/8 EA
1447-20-000 PIN 6-1/2X1/8 EA
1447-22-000 PIN 7X1/8 EA
1447-24-000 PIN 7-1/2X1/8 EA
1447-26-000 PIN 8X1/8 EA
1447-28-000 PIN 8-1/2X1/8 EA
1447-30-000 PIN 9X1/8 EA
1447-32-000 PIN 9-1/2X1/8 EA * *
1447-34-000 PIN 10X1/8 EA
1448-00-000 PIN SET 3/16 SE
1448-10-000 RACK FOR 3/16 PINS EA
1449-10-000 PIN 8X3/16 EA
1449-12-000 PIN 8-3/4X3/16 EA
1449-14-000 PIN 9-1/2X3/16 EA
1449-16-000 PIN 10-1/2X3/16 EA
1449-18-000 PIN 11-3/4X3/16 EA
1449-20-000 PIN 11X3/16 EA
1449-22-000 PIN 12-1/2X3/16 EA
1449-24-000 PIN 13-1/4X3/16 EA
1449-26-000 PIN 14X3/16 EA
1450-00-000 PIN SET 1/4 SE
1450-10-000 RACK FOR 1/4 PINS EA
1451-10-000 PIN 11X1/4 EA
1451-12-000 PIN 11-3/4X1/4 EA
1451-14-000 PIN 12-1/2X1/4 EA
1451-16-000 PIN 13-1/4X1/4 EA
1451-18-000 PIN 14X1/4 EA
1451 20-000 PIN 14-3/4X1/4 EA
1451-22-000 PIN 15-1/2X1/4 EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1451-24-000 PIN 16-1/4X 1/4 EA
1451-26-000 PIN 17X 1/4EA
1453-10-000 TRACTION PIN 5/64X9 IN EA
1453-12-000 TRACTION PIN 3/32X9 IN EA
1453-14-000 TRACTION PIN 7/64X9 IN EA
1453-16-000 TRACTION PIN 1/8X9 IN EA
1453-18-000 TRACTION PIN 9/64X9 IN EA
1453-20-000 TRACTION PIN 5/32X9 IN EA
1453-30-000 TRACTION PIN 5/32X9, 1-1/2TH EA
1453-50-000 UNILATERAL TRAC. PIN 6X5/32 EA
1454-00-000 BILOS PIN SET W/CASE EA
1454-02-000 BILOS PIN STER/STOR CASE EA
1454-10-000 BILOS PIN .045X1.30 SM EA
1454-12-000 BILOS PIN .062X1.30 LG EA
1454-20-000 BILOS PIN .045X.60 SM EA
1454-22-000 BILOS PIN .062X.60 LG EA
1454-30-000 BILOS PIN .045X.80 SM EA
1454-32-000 BILOS PIN .062X.80 LG EA
1455-00-000 FIN IMPLANT SET (2 EA) EA
1455-27-000 FLEX INTR NAIL 27 CM EA * *
1455-28-000 FLEX INTR NAIL 28 CM EA
1455-29-000 FLEX INTR NAIL 29 CM EA
1455-30-000 FLEX INTR NAIL 30 CM EA
1455-31-000 FLEX INTR NAIL 31 CM EA
1455-32-000 FLEX INTR NAIL 32 CM EA
1455-33-000 FLEX INTR NAIL 33 CM EA
1455-34-000 FLEX INTR NAIL 34 CM EA
1455-35-000 FLEX INTR NAIL 35 CM EA
1455-36-000 FLEX INTR NAIL 36 CM EA
1455-37-000 FLEX INTR NAIL 37 CM EA
1455-38-000 FLEX INTR NAIL 38 CM EA
1455-39-000 FLEX INTR NAIL 39 CM EA
1455-40-000 FLEX INTR NAIL 40 CM EA
1455-41-000 FLEX INTR NAIL 41 CM EA
1455-42-000 FLEX INTR NAIL 42 CM EA
1455-43-000 FLEX INTR NAIL 43 CM EA
1455-44-000 FLEX INTR NAIL 44 CM EA
1455-45-000 FLEX INTR NAIL 45 CM EA
1455-46-000 FLEX INTR NAIL 46 CM EA
1455-47-000 FLEX INTR NAIL 47 CM EA
1455-48-000 FLEX INTR NAIL 48 CM EA
1455-49-000 FLEX INTR NAIL 49 CM EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1456-00-000 3.5MM FIN IMPLANT SET (2 EA) SE
1456-20-000 3.5 FLEX INTRA NAIL 20 CM EA
1456-21-000 3.5 FLEX INTRA NAIL 21 CM EA
1456-22-000 3.5 FLEX INTRA NAIL 22 CM EA
1456-23-000 3.5 FLEX INTRA NAIL 23 CM EA
1456-24-000 3.5 FLEX INTRA NAIL 24 CM EA
1456-25-000 3.5 FLEX INTRA NAIL 25 CM EA
1456-26-000 3.5 FLEX INTRA NAIL 26 CM EA
1456-27-000 3.5 FLEX INTRA NAIL 27 CM EA
1456-28-000 3.5 FLEX INTRA NAIL 28 CM EA
1456-29-000 3.5 FLEX INTRA NAIL 29 CM EA
1456-30-000 3.5 FLEX INTRA NAIL 30 CM EA
1456-31-000 3.5 FLEX INTRA NAIL 31 CM EA
1456-32-000 3.5 FLEX INTRA NAIL 32 CM EA
1456-33-000 3.5 FLEX INTRA NAIL 33 CM EA
1456-34-000 3.5 FLEX INTRA NAIL 34 CM EA
1456-35-000 3.5 FLEX INTRA NAIL 35 CM EA
1456-36-000 3.5 FLEX INTRA NAIL 36 CM EA
1456-37-000 3.5 FLEX INTRA NAIL 37 CM EA * *
1456-38-000 3.5 FLEX INTRA NAIL 38 CM EA
1457-00-000 4.0MM IMPLANT SET (2 EA) SE
1457-20-000 4.0 FLEX INTRA NAIL 20 CM EA
1457-21-000 4.0 FLEX INTRA NAIL 21 CM EA
1457-22-000 4.0 FLEX INTRA NAIL 22 CM EA
1457-23-000 4.0 FLEX INTRA NAIL 23 CM EA
1457-24-000 4.0 FLEX INTRA NAIL 24 CM EA
1457-25-000 4.0 FLEX INTRA NAIL 25 CM EA
1457-26-000 4.0 FLEX INTRA NAIL 26 CM EA
1457-27-000 4.0 FLEX INTRA NAIL 27 CM EA
1457-28-000 4.0 FLEX INTRA NAIL 28 CM EA
1457-29-000 4.0 FLEX INTRA NAIL 29 CM EA
1457-30-000 4.0 FLEX INTRA NAIL 30 CM EA
1457-31-000 4.0 FLEX INTRA NAIL 31 CM EA
1457-32-000 4.0 FLEX INTRA NAIL 32 CM EA
1457-33-000 4.0 FLEX INTRA NAIL 33 CM EA
1457-34-000 4.0 FLEX INTRA NAIL 34 CM EA
1457-35-000 4.0 FLEX INTRA NAIL 35 CM EA
1457-36-000 4.0 FLEX INTRA NAIL 36 CM EA
1457-37-000 4.0 FLEX INTRA NAIL 37 CM EA
1457-38-000 4.0 FLEX INTRA NAIL 38 CM EA
1458-00-000 4.5 NAIL F.I.N. IMPLANT SET EA
1458-34-000 4.5MM S SHAPE FIN 34CM EA
- ------------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions ommitted and filed separately with the Commission..
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1461-26-000 7MM CANN SCREW 65MM 32MM THD EA
1461-28-000 7MM CANN SCREW 70MM 32MM THD EA
1461-30-000 7MM CANN SCREW 75MM 32MM THD EA
1461-32-000 7MM CANN SCREW 80MM 32MM THD EA
1461-34-000 7MM CANN SCREW 85MM 32MM THD EA
1461-36-000 7MM CANN SCREW 90MM 32MM THD EA
1461-38-000 7MM CANN SCREW 95MM 32MM THD EA
1461-40-000 7MM CANN SCREW 100MM 32MM THD EA
1461-42-000 7MM CANN SCREW 105MM 32MM THD EA
1461-44-000 7MM CANN SCREW 110MM 32MM THD EA
1461-46-000 7MM CANN SCREW 115MM 32MM THD EA
1461-48-000 7MM CANN SCREW 120MM 32MM THD EA
1461-50-000 7MM CANN SCREW 125MM 32MM THD EA
1461-52-000 7MM CANN SCREW 130MM 32MM THD EA
1462-00-000 4MM CANN SCREW SET W/INSTR. EA
1462-10-000 4MM CANN SCREW 10MM PART THD EA
1462-12-000 4MM CANN SCREW 12MM PART THD EA
1462-14-000 4MM CANN SCREW 14MM PART THD EA
1462-16-000 4MM CANN SCREW 16MM PART THD EA
1462-18-000 4MM CANN SCREW 18MM PART THD EA
1462-20-000 4MM CANN SCREW 20MM PART THD EA
1462-22-000 4MM CANN SCREW 22MM PART THD EA * *
1462-24-000 4MM CANN SCREW 24MM PART THD EA
1462-26-000 4MM CANN SCREW 26MM PART THD EA
1462-28-000 4MM CANN SCREW 28MM PART THD EA
1462-30-000 4MM CANN SCREW 30MM PART THD EA
1462-32-000 4MM CANN SCREW 32MM PART THD EA
1462-34-000 4MM CANN SCREW 34MM PART THD EA
1462-36-000 4MM CANN SCREW 36MM PART THD EA
1462-38-000 4MM CANN SCREW 38MM PART THD EA
1462-40-000 4MM CANN SCREW 40MM PART THD EA
1462-42-000 4MM CANN SCREW 42MM PART THD EA
1462-44-000 4MM CANN SCREW 44MM PART THD EA
1462-46-000 4MM CANN SCREW 46MM PART THD EA
1462-48-000 4MM CANN SCREW 48MM PART THD EA
1462-50-000 4MM CANN SCREW 50MM PART THD EA
1462-52-000 4MM CANN SCREW 52MM PART THD EA
1462-54-000 4MM CANN SCREW 54MM PART THD EA
1462-56-000 4MM CANN SCREW 56MM PART THD EA
1462-58-000 4MM CANN SCREW 58MM PART THD EA
1462-60-000 4MM CANN SCREW 60MM PART THD EA
1600-00-000 JURGAN PIN BALL 3/8 DIA ST
1600-00-000 JURGAN FIX BALL 1/2 IN DIA ST
- ------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
Catalog No. Description U/M Base Price Committed
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1458-35-000 4.5MM S SHAPE FIN 35CM EA
1458-36-000 4.5MM S SHAPE FIN 36CM EA
1458-37-000 4.5MM S SHAPE FIN 37CM EA
1458-38-000 4.5MM S SHAPE FIN 38CM EA
1458-39-000 4.5MM S SHAPE FIN 39CM EA
1458-40-000 4.5MM S SHAPE FIN 40CM EA
1458-41-000 4.5MM S SHAPE FIN 41CM EA
1458-42-000 4.5MM S SHAPE FIN 42CM EA
1458-43-000 4.5MM S SHAPE FIN 43CM EA
1458-44-000 4.5MM S SHAPE FIN 44CM EA
1458-45-000 4.5MM S SHAPE FIN 45CM EA
1458-46-000 4.5MM S SHAPE FIN 46CM EA
1458-47-000 4.5MM S SHAPE FIN 47CM EA
1458-48-000 4.5MM S SHAPE FIN 48CM EA
1458-49-000 4.5MM S SHAPE FIN 49CM EA
1460-00-000 7MM CANNULATED SCREW SET SE
1460-10-000 7MM CANN SCREW 25MM 16MM THD EA
1460-12-000 7MM CANN SCREW 30MM 16MM THD EA
1460-14-000 7MM CANN SCREW 35MM 16MM THD EA
1460-16-000 7MM CANN SCREW 40MM 16MM THD EA
1460-18-000 7MM CANN SCREW 45MM 16MM THD EA * *
1460-20-000 7MM CANN SCREW 50MM 16MM THD EA
1460-22-000 7MM CANN SCREW 55MM 16MM THD EA
1460-24-000 7MM CANN SCREW 60MM 16MM THD EA
1460-26-000 7MM CANN SCREW 65MM 16MM THD EA
1460-28-000 7MM CANN SCREW 70MM 16MM THD EA
1460-30-000 7MM CANN SCREW 75MM 16MM THD EA
1460-32-000 7MM CANN SCREW 80MM 16MM THD EA
1460-34-000 7MM CANN SCREW 85MM 16MM THD EA
1460-36-000 7MM CANN SCREW 90MM 16MM THD EA
1460-38-000 7MM CANN SCREW 95MM 16MM THD EA
1460-40-000 7MM CANN SCREW 100MM 16MM THD EA
1460-42-000 7MM CANN SCREW 105MM 16MM THD EA
1460-44-000 7MM CANN SCREW 110MM 16MM THD EA
1460-46-000 7MM CANN SCREW 115MM 16MM THD EA
1460-48-000 7MM CANN SCREW 120MM 16MM THD EA
1460-50-000 7MM CANN SCREW 125MM 16MM THD EA
1460-52-000 7MM CANN SCREW 130MM 16MM THD EA
1461-18-000 7MM CANN SCREW 45MM 32MM THD EA
1461-20-000 7MM CANN SCREW 50MM 32MM THD EA
1461-22-000 7MM CANN SCREW 55MM 32MM THD EA
1461-24-000 7MM CANN SCREW 60MM 32MM THD EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* % -
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1600-02-000 JURGAN BABY BALL 1/4 IN DIA ST
1600-03-000 JURGAN SCREW DRIVER LG EA
1600-04-000 JURGAN SCREW DRIVER BABY EA
1600-05-000 JURGAN POLYMER STER CASE 3/8 EA
1600-06-000 JURGAN POLYMER STER CASE 1/2 EA
1600-07-000 JURGAN POLYMER STER CASE 1/4IN EA
1600-12-000 PK/6 CAL WIRE 3/32X9 BAY PK
1600-16-000 PK/6 CAL WIRE 3/32X9 TRO PK
1600-20-000 JURGAN .028 WIRE BALL 3/8 DIA PK
1600-21-000 JURGAN .035 WIRE BALL 3/8 DIA PK
1600-22-000 JURGAN .045 WIRE BALL 3/8 DIA PK
1600-23-000 JURGAN .062 WIRE BALL 3/8 DIA PK
1600-24-000 JURGAN 5/64 WIRE BALL 3/8 DIA PK
1600-25-000 JURGAN 3/32 WIRE BALL 3/8 DIA PK
1600-26-000 JURGAN 7/64-1/8 WIRE BALL 3/8 PK
1600-27-000 JURGAN 9/64-5/32 WIRE BALL 1/2 PK
1600-28-000 JURGAN 3/16 WIRE BALL 1/2 DIA PK
1600-29-000 JURGAN 1/4 WIRE BALL 1/2 DIA PK
1600-30-000 JURGAN .028 BABY PIN BALLS 1/4 PK
1600-31-000 JURGAN .035 BABY PIN BALLS 1/4 PK
1600-32-000 JURGAN .045 BABY PIN BALLS 1/4 PK
1601-12-000 PK/6 CAL WIRE 3/32X9 BAY PK
1601-16-000 PK/6 CAL WIRE 3/32X9 TRO PK
1601-18-000 PK/6 CAL WIRE 3/32X9 THRD BAY PK * *
1601-20-000 PK/6 CAL WIRE 3/32X9 THRD TRO PK
1601-22-000 PK/6 SUTURE PASSER 3/32X9 BAY PK
1601-30-000 PK/6 K WIRE 028X9 TRO PK
1601-31-000 PK/6 K WIRE 028X9 DBL TRO PK
1601-32-000 PK/6 K WIRE 054x9 DBL TRO PK
1601-36-000 PK/6 K WIRE 028X9 BAY PK
1601-37-O00 PK/6 K WIRE 028X9 DBL BAY PK
1601-38-000 PK/6 K WIRE 035x9 DBL BAY PK
1601-39-000 PK/6 K WIRE 045x9 DBL BAY PK
1601-40-000 PK/6 K WIRE 054x9 DBL BAY PK
1601-41-000 PK/6 K WIRE 062x9 DBL BAY PK
1602-14-000 PK/6 K WIRE 035X9 TRO PT PK
1603-14-000 PK/6 K WIRE 035X9 BAY PT PK
1604-14-000 PK/6 K WIRE 045X9 TRO PT PK
1605-14-000 PK/6 K WIRE 045X9 BAY PT PK
- ------------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1606-14-000 PK/6 K WIRE 054X9 TRO PT PK
1607-14-000 PK/6 K WIRE 054X9 BAY PT PK
1608-14-000 PK/6 K WIRE 062X9 TRO PT PK
1609-14-000 PK/6 K WIRE 062X9 BAY PT PK
1610-18-000 PK/6 THR K WIRE O62 X 9 TRO PT PK
1610-58-000 PK/6 THR K WIRE. O62 X 9 BAY PK
1611-18-000 PK/6 THR ST PIN 5/64X9 TRO PK
1611-56-000 PK/6 THR ST PIN 5/64X9 BAY PK
1612-18-000 PK/6 THR ST PIN 3/32X9 TRO PK
1612-58-000 PK/6 THR ST PIN 3/32X9 BAY PK
1613-18-000 PK/6 THR ST PIN 7/64X9 TRO PK
1613-58-000 PK/6 THR ST PIN 7/64X9 BAY PK
1614-18-000 PK/6 THR ST PIN 1/8X9 TRO PK
1614-58-000 PK/6 THR ST PIN 1/8X9 BAY PK
1615-18-000 PK/6 THR ST PIN 9/64X9 TRO PK
1615-58-000 PK/6 THR ST PIN 9/64X9 BAY PK * *
1616-18-000 PK/6 THR ST PIN 5/32X9 TRO PK
1616-56-000 PK/6 THR ST PIN 5/32X9 BAY PK
1617-18-000 PK/6 THR ST PIN 3/16X9 TRO PK
1617-56-000 PK/6 THR ST PIN 3/16X9 BAY PK
1617-60-000 PK/6 THR ST PIN 5/64X9 DBL TRO PK
1617-61-000 PK/6 THR ST PIN 3/32X9 DBL TRO PK
1617-62-000 PK/6 THR ST PIN 7/64X9 DBL TRO PK
1617-63-000 PK/6 THR ST PIN 1/8X9 DBL TRO PK
1617-64-000 PK/6 THR ST PIN 9/64X9 DBL TRO PK
1617-65-000 PK/6 THR ST PIN 5/32X9 DBL TRO PK
1617-66-000 PK/6 THR ST PIN 3/16X9 DBL TRO PK
1617-70-000 PK/6 THR ST PIN 5/64X9 DBL BAY PK
1617-71-000 PK/6 THR ST PIN 3/32X9 DBL BAY PK
1617-72-000 PK/6 THR ST PIN 7/64X9 DBL BAY PK
1617-73-000 PK/6 THR ST PIN 1/8X9 DBL BAY PK
1617-74-000 PK/6 THR ST PIN 9/64X9 DBL BAY PK
1617-75-000 PK/6 THR ST PIN 5/32X9 DBL BAY PK
1617-76-000 PK/6 THR ST PIN 3/16X9 DBL BAY PK
- ------------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1618-18-000 CROWE PT ST PIN 3/32X9 EA
1619-18-000 CROWE PT ST PIN 7/64X9 EA
1620-18-000 CROWE PT ST PIN 1/8X9 EA
1621-18-000 CROWE PT ST PIN 9/64X9 EA
1622-18-000 CROWE PT ST PIN 5/32X9 EA
1623-18-000 CROWE PT ST PIN 3/16X9 EA
1624-18-000 PK/6 ST PIN 5/64X9 TRO PT PK
1624-38-000 PK/6 ST PIN 5/64X9 DBL TRO PK
1625-18-000 PK/6 ST PIN 3/32X9 TRO PK
1625-38-000 PK/6 ST PIN 3/32X9 DBL TRO PK
1626-18-000 PK/6 ST PIN 7/64X9 TRO PK
1626-38-000 PK/6 ST PIN 7/64X9 DBL TRO PK
1627-18-000 ST PIN 1/8 X 9 TRO PK
1627-38-000 PK/6 ST PIN 1/8X9 DBL TRO PK * *
1628-18-000 PK/6 ST PIN 9/64X9 TRO EA
1628-38-000 PK/6 ST PIN 9/64X9 DBL TRO PK
1629-18-000 PK/6 ST PIN 5/32X9 TRO PK
1629-38-000 PK/6 ST PIN 5/32X9 DBL TRO PK
1630-18-000 PK/6 ST PIN 3/16X9 TRO PK
1630-38-000 PK/6 ST PIN 3/16X9 DBL TRO PK
1631-18-000 PK/6 ST PIN 5/64X9 BAY PK
1631-20-000 PK/6 DBL BAY ST PIN 5/64/9 PK
1631-21-000 PK/6 DBL BAY ST PIN 3/32/9 PK
1631-22-000 PK/6 DBL BAY ST PIN 7/64/9 PK
1631-23-000 PK/6 DBL BAY ST PIN 1/8X9 PK
1631-24-000 PK/6 DBL BAY ST PIN 9/64X9 PK
1631-25-000 PK/6 DBL BAY ST PIN 5/32X9 PK
1631-26-000 PK/6 DBL BAY ST PIN 3/16X9 PK
1632-18-000 PK/6 ST PIN 3/32X9 BAY PK
- ------------------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1633-18-000 PK/6 ST PIN 7/64X9 BAY PK
1634-18-000 PK/6 ST PIN 1/8X9 BAY PK
1635-18-000 PK/6 ST PIN 9/64X9 BAY PK
1636-18-000 PK/6 ST PIN 5/32X9 BAY PK
1637-18-000 PK/6 ST PIN 3/16X9 BAY PK
1638-18-000 PK/6 THR K WIRE 028X9 TRO PK
1638-22-000 PK/6 THR K WIRE 028X9 BAY PK
1638-24-000 PK/6 THR K WIRE 035X9 BAY PK
1638-26-000 PK/6 THR K WIRE 045X9 BAY PK
1638-28-000 PK/6 THR K WIRE 054X9 BAY PK
1638-32-000 PK/6 THR K WIRE 028X9 DBL TRO PK
1638-34-000 PK/6 THR K WIRE 035X9 DBL TRO PK
1638-36-000 PK/6 THR K WIRE 045X9 DBL TRO PK
1638-38-000 PK/6 THR K WIRE 054X9 DBL TRO PK
1638-40-000 PK/6 THR K WIRE 062X9 DBL TRO PK
1638-42-000 PK/6 THR K WIRE 028X9 DBL BAY PK
1638-44-000 PK/6 THR K WIRE 035X9 DBL BAY PK
1638-46-000 PK/6 THR K WIRE 045X9 DBL BAY PK * *
1638-48-000 PK/6 THR K WIRE 054X9 DBL BAY PK
1638-50-000 PK/6 THR K WIRE 062X9 DBL BAY PK
1639-18-000 PK/6 THR K WIRE 035X9 TRO PK
1640-18-000 PK/6 THR K WIRE 045X9 TRO PK
1641-18-000 PK/6 THR K WIRE 054X9 PK
1642-00-000 PK/6 K-WIRE 028X4 DBL TRO PK
1643-10-000 PK/6 K WIRE 035X4 DBL TRO PK
1644-10-000 PK/6 K WIRE 045X4 DBL TRO PK
1645-10-000 PK/6 K WIRE 054X4 DBL TRO PK
1646-10-000 PK/6 K WIRE 062X4 DBL TRO PK
1647-10-000 PK/6 K WIRE 035X9 DBL TRO PK
1648-10-000 PK/6 K WIRE 045X9 DBL TRO PK
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the
Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1649-10-000 PK/6 K WIRE 062X9 DBL TRO PK
1650-00-000 PK/6 K WIRE 028X4 TRO PK
1650-01-000 PK/6 K WIRE 035X4 TRO PK
1650-02-000 PK/6 K WIRE 045X4 TRO PK
1650-03-000 PK/6 K WIRE 054X4 TRO PK
1650-04-000 PK/6 K WIRE 062X4 TRO PK
1650-10-000 PK/6 K WIRE 028X4 BAY PK
1650-11-000 PK/6 K WIRE 035X4 BAY PK
1650-12-000 PK/6 K WIRE 045X4 BAY PK
1650-13-000 PK/6 K WIRE 054X4 BAY PK
1650-14-000 PK/6 K WIRE 062X4 BAY PK
1650-20-000 PK/6 K WIRE 028X4 DBL BAY PK
1650-21-000 PK/6 K WIRE 035X4 DBL BAY PK
1650-22-000 PK/6 K WIRE 045X4 DBL BAY PK
1650-23-000 PK/6 K WIRE 054X4 DBL BAY PK
1650-24-000 PK/6 K WIRE 062X4 DBL BAY PK
1651-00-000 1/8IN GD PIN CHS 230MM EA
1651-01-000 ST PIN 5/64 X 9 THRD TRO EA
1651-02-000 TIB OSTEO PLATE GROOVED PIN EA
1651-10-000 .045 X 12 SS K-WIRE EA
1651-12-000 .062 X 12 SS K-WIRE EA
1651-20-000 .045 X 9 FLEX K-WIRE EA * *
1651-22-000 .062 X 9 FLEX K-WIRE EA
1652-00-000 6 K WIRE .028X9 DBL TRO S BX
1652-01-000 6 THR K WIRE .028X9 DBL TRO S BX
1652-02-000 6 K WIRE .028X9 TOR S BX
1652-03-000 6 THR K WIRE .028X9 TRO S BX
1652-04-000 6 WIRE .028X9 BAY S BX
1652-05-000 6 THR K WIRE .028X9 BAY S BX
1652-06-000 6 K WIRE .028X9 DBL BAY S BX
1652-07-000 6 THR K WIRE .028X9 DBL BAY S BX
1652-10-000 6 K WIRE .035X9 DBL TRO S BX
1652-11-000 6 THR K WIRE .035X9 DBL TRO S BX
1652-12-000 6 K WIRE .035X9 TRO PT S BX
1652-13-000 6 THR K WIRE .035X9 TRO S BX
1652-14-000 6 K WIRE .035X9 BAY PT S BX
1652-15-000 6 THR K WIRE .035X9 BAY S BX
1652-16-000 6 K WIRE .035X9 DBL BAY S BX
1652-17-000 6 THR K WIRE .035X9 DBL BAY S BX
1652-20-000 6 K WIRE .045X9 DBL TRO S BX
1652-21-000 6 THR K WIRE .045X9 DBL TRO S BX
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1652-22-000 6 K WIRE .045X9 TRO PT S BX
1652-23-000 6 THR K WIRE .045X9 TRO S BX
1652-24-000 6 K WIRE .045X9 BAY PT S BX
1652-25-000 6 THR K WIRE .045X9 BAY S BX
1652-26-000 6 K WIRE .045X9 DBL BAY S BX
1652-27-000 6 THR K WIRE .045X9 DBL BAY S BX
1652-30-000 6 K WIRE .054X9 DBL TOR S BX
1652-31-000 6 THR K WIRE .054X9 DBL TRO S BX
1652-32-000 6 K WIRE .054X9 TRO PT S BX
1652-33-000 6 THR K WIRE .054X9 TRO S BX
1652-34-000 6 K WIRE .054X9 BAY PT S BX
1652-35-000 6 THR K WIRE .054X9 BAY S BX
1652-36-000 6 K WIRE .054X9 DBL BAY S BX
1652-37-000 6 THR K WIRE .054X9 DBL BAY S BX
1652-40-000 6 K WIRE .062X9 DBL TRO S BX
1652-41-000 6 THR K WIRE .062X9 DBL TRO S BX
1652-42-000 6 K WIRE .062X9 TRO PT S BX
1652-43-000 6 THR K WIRE .062X9 TRO PT S BX
1652-44-000 6 K WIRE .062X9 BAY PT S BX
1652-45-000 6 THR K WIRE .062X9 BAY S BX
1652-46-000 6 K WIRE .062X9 DBL BAY S BX
1652-47-000 6 THR K WIRE .062X9 DBL BAY S BX * *
1652-55-000 6 K WIRE .028X4 DBL TRO S BX
1652-56-000 6 K WIRE .028X4 TRO S BX
1652-57-000 6 K WIRE .028X4 BAY S BX
1652-58-000 6 K WIRE .028X4 DBL BAY S BX
1652-59-000 6 K WIRE .028X6 DBL TRO S BX
1652-65-000 6 K WIRE .035X4 DBL TRO S BX
1652-66-000 6 K WIRE .035X4 TRO S BX
1652-67-000 6 K WIRE .035X4 BAY S BX
1652-68-000 6 K WIRE .035X4 DBL BAY S BX
1652-69-000 6 K WIRE .035X6 DBL TRO S BX
1652-75-000 6 K WIRE .045X4 DBL TRO S BX
1652-76-000 6 K WIRE .045X4 TRO S BX
1652-77-000 6 K WIRE .045X4 BAY S BX
1652-78-000 6 K WIRE .045X4 DBL BAY S BX
1652-79-000 6 K WIRE .045X6 DBL TRO S BX
1652-85-000 6 K WIRE .054X4 DBL TRO S BX
1652-86-000 6 K WIRE .054X4 TRO S BX
1652-87-000 6 K WIRE .054X4 BAY S BX
1652-88-000 6 K WIRE .054X4 DBL BAY S BX
1652-89-000 6 K WIRE .054X4 DBL TRO S BX
1652-95-000 6 K WIRE .062X4 DBL TRO S BX
1652-96-000 6 K WIRE .062X4 TRO S BX
1652-97-000 6 K WIRE .062X4 BAY S BX
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1652-98-000 6 K WIRE .062X4 DBL BAY S BX
1652-99-000 6 K WIRE .062X6 DBL TRO S BX
1653-00-000 6 ST PIN 5/64X9 DBL TRO S BX
1653-01-000 6 THR ST PIN 5/64X9 DBL TRO S BX
1653-02-000 6 ST PIN 5/64X9 TRO PT S BX
1653-03-000 6 THR ST PIN 5/64X9 TRO S BX
1653-04-000 6 ST PIN 5/64X9 BAY S BX
1653-05-000 6 THR ST PIN 5/64X9 BAY S BX
1653-06-000 6 ST PIN 5/64X9 DBL BAY S BX
1653-07-000 6 THR ST PIN 5/64X9 DBL BAY S BX
1653-10-000 6 ST PIN 3/32X9 DBL TRO S BX
1653-11-000 6 THR ST PIN 3/32X9 DBL TRO S BX
1653-12-000 6 ST PIN 3/32X9 TRO S BX
1653-13-000 6 THR ST PIN 3/32X9 TRO S BX
1653-14-000 6 ST PIN 3/32X9 BAY S BX
1653-15-000 6 THR ST PIN 3/32X9 BAY S BX
1653-16-000 6 DBL BAY ST PIN 3/32X9 S BX
1653-17-000 6 THR ST PIN 3/32X9 DBL BAY S BX
1653-20-000 6 ST PIN 7/64X9 DBL TRO S BX
1653-21-000 6 THR ST PIN 7/64X9 DBL TRO S BX
1653-22-000 6 ST PIN 7/64X9 TRO S BX * *
1653-23-000 6 THR ST PIN 7/64X9 TRO S BX
1653-24-000 6 ST PIN 7/64X9 BAY S BX
1653-25-000 6 THR ST PIN 7/64X9 S BX
1653-26-000 6 DBL BAY ST PIN 7/64X9 S BX
1653-27-000 6 THR ST PIN 7/64X9 DBL BAY S BX
1653-30-000 6 ST PIN 1/8X9 DBL TRO S BX
1653-31-000 6 THR ST PIN 1/8X9 DBL TRO S BX
1653-32-000 6 ST PIN 1/8X9 TRO S BX
1653-33-000 6 THR ST PIN 1/8X9 TRO S BX
1653-34-000 6 ST PIN 1/8X9 BAY S BX
1653-35-000 6 THR ST PIN 1/8X9 BAY S BX
1653-36-000 6 DBL BAY ST PIN 1/8X9 S BX
1653-37-000 6 THR ST PIN 1/8X9 DBL BAY S BX
1653-40-000 6 ST PIN 9/64X9 DBL TRO S BX
1653-41-000 6 THR ST PIN 9/64X9 DBL TRO S BX
1653-42-000 6 ST PIN 9/64X9 TRO S BX
1653-43-000 6 THR ST PIN 9/64X9 TRO S BX
1653-44-000 6 ST PIN 9/64X9 BAY S BX
1653-45-000 6 THR ST PIN 9/64X9 BAY S BX
1653-46-000 6 DBL BAY ST PIN 9/64X9 S BX
1653-47-000 6 THR ST PIN 9/64X9 DBL TRO S BX
1653-50-000 6 ST PIN 5/32X9 DBL TRO S BX
1653-51-000 6 THR ST PIN 5/32X9 DBL TRO S BX
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1653-52-000 6 ST PIN 5/32X9 TRO S BX
1653-53-000 6 THR ST PIN 5/32X9 TRO S BX
1653-54-000 6 ST PIN 5/32X9 BAY S BX
1653-55-000 6 THR ST PIN 5/32X9 BAY S BX
1653-56-000 6 DBL BAY ST PIN 5/32X9 S BX
1653-57-000 6 THR ST PIN 5/32X9 DBL BAY S BX
1653-60-000 6 ST PIN 3/16X9 DBL TRO S BX
1653-61-000 6 THR ST PIN 3/16X9 DBL TRO S BX
1653-62-000 6 ST PIN 3/16X9 TRO S BX
1653-63-000 6 THR ST PIN 3/16X9 TRO S BX
1653-64-000 6 ST PIN 3/16X9 BAY S BX
1653-65-000 6 THR ST PIN 3/16X9 BAY S BX
1653-66-000 6 DBL ST PIN 3/16X9 S BX
1653-67-000 6 THR ST PIN 3/16X9 DBL BAY S BX
1653-70-000 6 SUTURE PASSER 3/32X9 S BX
1700-00-000 PARHAM BONE CLAMP EA
1701-00-000 PARHAM SS BAND EA * *
1800-10-000 S S BIT 3-1/2X1/16 EA
1800-12-000 S S BIT 3-1/2X5/64 EA
1800-14-000 S S BIT 3-1/2X3/32 EA
1800-16-000 S S BIT 3-1/2X7/64 EA
1800-18-000 S S BIT 3-1/2X1/8 EA
1800-20-000 S S BIT 3-1/2X9/64 EA
1800-22-000 S S BIT 3-1/2X5/32 EA
1800-23-000 S S BIT 3-1/2X11/64 EA
1800-24-000 S S BIT 3-1/2X3/16 EA
1801-10-000 S S BIT 5X1/16 EA
1801-12-000 S S BIT 5X5/64 EA
1801-14-000 S S BIT 5X3/32 EA
1801-16-000 S S BIT 5X7/64 EA
1801-18-000 S S BIT 5X1/8 EA
1801-20-000 S S BIT 5X9/64 EA
1801-22-000 S S BIT 5X5/32 EA
1801-23-000 S S BIT 5X11/64 EA
1801-24-000 S S BIT 5X3/16 EA
1821-10-000 DRILL BIT 1/4X7 EA
1821-11-000 DRILL BIT 5/16X7 EA
1821-12-000 DRILL BIT 3/8X7 EA
1899-14-000 CORTICAL SCREW CASE EA
- -----------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DECRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1899-61-000 BASIS INSTRUMENT SET SE
1899-62-000 BASIS INSTRUMENT CASE EA
1899-65-000 SCREW SET SE
1899-66-000 SCREW CASE ONLY EA
1899-69-000 PLATE SET - DUOPRESS SE
1899-70-000 DUOPRESS CASE EA
1899-81-000 SM FRAG INSTR & IMPLANT SET SE
1899-83-000 SM FRAG SET CASE EA
1899-85-000 MINI FRAG INSTR & IMPLANT SET SE
1899-86-000 MINI FRAG CASE EA
1901-60-000 CORTICAL SCREW NUT EA
1901-64-000 SPIKED DISKS 8MM DIA EA
1901-65-000 SPIKED DISKS 13.5MM DIA EA
1901-66-000 SOFT TISSUE SPIKED WASHER 13.5 EA
1901-68-000 SOFT TISSUE SUTURE WASHER EA
1901-69-000 WASHER FOR TIBIA BOLT EA
1901-70-000 WASHER, LARGE EA * *
1901-71-000 WASHER, SMALL EA
1905-02-000 EPIPHYSIS PLATE T-SHAPED EA
1905-04-000 SMALL FRAGMENT PLATE EA
1905-06-000 EPIPHYSIS PLATE RT 90D EA
1905-08-000 EPIPHYSIS PLATE LT 90D EA
1905-10-000 EPIPHYSIS PLATE RT 110D EA
1905-12-000 EPIPHYSIS PLATE LT 110D EA
1905-20-000 EPIPHYSIS MINI PLATE RT 90D EA
1905-22-000 EPIPHYSIS MINI PLATE LT 90D EA
1905-24-000 EPIPHYSIS MINI PLATE RT 110D EA
1905-26-000 EPIPHYSIS MINI PLATE LT 110D EA
1905-28-000 EPIPHYSIS MINI PLATE T-SHAPED EA
1905-30-000 1/3 TUBULAR PLATE 25MMX2HOLE EA
1905-32-000 1/3 TUBULAR PLATE 37MMX3HOLE EA
1905-34-000 1/3 TUBULAR PLATE 49MMX4HOLE EA
1905-36-000 1/3 TUBULAR PLATE 61MMX5HOLE EA
1905-38-000 1/3 TUBULAR PLATE 73MMX6HOLE EA
1905-40-000 1/3 TUBULAR PLATE 85MMX7HOLE EA
1905-42-000 1/3 TUBULAR PLATE 97MMX8HOLE EA
1905-44-000 MINI STRAIGHT PLATE 3 HOLE EA
1905-46-000 MINI STRAIGHT PLATE 4 HOLE EA
1905-48-000 MINI STRAIGHT PLATE 5 HOLE EA
1905-58-000 SEMI-TABULAR PLATE 2HX39MM EA
1905-60-000 SEMI-TABULAR PLATE 3HX55MM EA
1905-62-000 SEMI-TABULAR PLATE 4HX71MM EA
- -------------------------------------------------------------------------------
</TABLE>
*Confidential portion omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1905-64-000 SEMI-TUBULAR PLATE 5HX87MM EA
1905-66-000 SEMI-TUBULAR PLATE 6HX103MM EA
1905-68-000 SEMI-TUBULAR PLATE 7HX119MM EA
1905-70-000 SEMI-TUBULAR PLATE 8HX135MM EA
1905-72-000 SEMI-TUBULAR PLATE 9HX151MM EA
1905-74-000 SEMI-TUBULAR PLATE 10HX167MM EA
1905-76-000 SEMI-TUBULAR PLATE 11HX183MM EA
1905-78-000 SEMI-TUBULAR PLATE 12HX199MM EA
1908-02-000 WD DUOPRESS PLATE 5HX87MM EA
1908-04-000 WD DUOPRESS PLATE 6HX103MM EA
1908-06-000 WD DUOPRESS PLATE 7HX119MM EA
1908-08-000 WD DUOPRESS PLATE 8HX135MM EA
1908-10-000 WD DUOPRESS PLATE 9HX151MM EA
1908-12-000 WD DUOPRESS PLATE 10HX167MM EA
1908-14-000 WD DUOPRESS PLATE 12HX199MM EA
1908-16-000 WD DUOPRESS PLATE 14HX231MM EA
1908-18-000 WD DUOPRESS PLATE 16HX263MM EA
1908-20-000 WD DUOPRESS PLATE 18HX295MM EA
1908-30-000 NAR DUOPRESS PLATE 2HX39MM EA
1908-32-000 NAR DUOPRESS PLATE 3HX55MM EA * *
1908-34-000 NAR DUOPRESS PLATE 4HX71MM EA
1908-36-000 NAR DUOPRESS PLATE 5HX87MM EA
1908-38-000 NAR DUOPRESS PLATE 6HX103MM EA
1908-40-000 NAR DUOPRESS PLATE 7HX119MM EA
1908-42-000 NAR DUOPRESS PLATE 8HX135MM EA
1908-44-000 NAR DUOPRESS PLATE 9HX151MM EA
1908-46-000 NAR DUOPRESS PLATE 10HX167MM EA
1908-48-000 NAR DUOPRESS PLATE 11HX183MM EA
1908-50-000 NAR DUOPRESS PLATE 12HX119MM EA
1908-52-000 NAR DUOPRESS PLATE 13HX215MM EA
1908-54-000 NAR DUOPRESS PLATE 14HX231MM EA
1908-56-000 NAR DUOPRESS PLATE 15HX247MM EA
1908-58-000 NAR DUOPRESS PLATE 16HX263MM EA
1908-61-000 2.7 DUOPRESS PLATE 2 HOLE EA
1908-62-000 3.5 DUOPRESS PLATE 2HX26MM EA
1908-63-000 2.7 DUOPRESS PLATE 4 HOLE EA
1908-64-000 3.5 DUOPRESS PLATE 3HX38MM EA
1908-65-000 2.7 DUOPRESS PLATE 5 HOLE EA
1908-66-000 3.5 DUOPRESS PLATE 4HX50MM EA
1908-67-000 2.7 DUOPRESS PLATE 6 HOLE EA
1908-68-000 3.5 DUOPRESS PLATE 5HX62MM EA
1908-69-000 2.7 DUOPRESS PLATE 7 HOLE EA
1908-70-000 3.5 DUOPRESS PLATE 6HX74MM EA
1908-71-000 2.7 DUOPRESS PLATE 8 HOLE EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1908-72-000 3.5 DUOPRESS PLATE 7HX86MM EA
1908-73-000 2.7 DUOPRESS PLATE 9 HOLE EA
1908-74-000 3.5 DUOPRESS PLATE 8HX98MM EA
1908-75-000 2.7 DUOPRESS PLATE 10 HOLE EA
1908-76-000 3.5 DUOPRESS PLATE 10HX122MM EA
1908-77-000 2.7 DUOPRESS PLATE 12 HOLE EA
1908-78-000 3.5 DUOPRESS PLATE 12HX146MM EA
1908-85-000 3.5MM RECONSTRUCT PLATE 5 EA
1908-86 000 3.5MM RECONSTRUCT PLATE 6 EA
1908-87-000 3.5MM RECONSTRUCT PLATE 7 EA
1908-88-000 3.5MM RECONSTRUCT PLATE 8 EA
1909-00-000 PROX TIB OSTEO PLATE SET SE
1909-77-000 PROX TIB OSTEO PLATE 50MM EA
1909-78-000 PROX TIB OSTEO PLATE 60MM EA
1909-78-000 PROX TIB OSTEO PLATE 70MM EA
1911-14-000 CLOVERLEAF PLATE 3H EA
1911-16-000 CLOVERLEAF PLATE 4H EA * *
1911-18-000 SPOON PLATE 5H EA
1911-20-000 SPOON PLATE 6H EA
1911-22-000 STANDARD T-PLATE 3H EA
1911-24-000 STANDARD T-PLATE 5H EA
1911-26-000 STANDARD T-PLATE 6H EA
1911-28-000 SMALL T-PLATE 3H EA
1911-30-000 SMALL T-PLATE 4H EA
1911-32-000 COBRA PLATE ARTHRODESIS 8H EA
1911-34-000 COBRA PLATE ARTHRODESIS 9H EA
1911-36-000 COBRA PLATE ARTHRODESIS 10H EA
1911-38-000 COBRA PLATE ARTHRODESIS 11H EA
1911-52-000 T-BUTTRESS PLATE 4H EA
1911-53-000 T-BUTTRESS PLATE 5H EA
1911-54-000 T-BUTTRESS PLATE 6H EA
1911-55-000 L-BUTTRESS PLATE, LEFT EA
1911-56-000 L-BUTTRESS PLATE, RIGHT EA
1911-57-000 STANDARD T-PLATE, 4H EA
1911-58-000 STANDARD T-PLATE, 8H EA
1911-59-000 SMALL T-PLATE, 5H EA
1911-60-000 SMALL T-PLATE, 6H EA
1911-61-000 OBLIQUE T-PLATE, 3H EA
1911-62-000 OBLIQUE T-PLATE, 5H EA
1911-65-000 4-HOLE Y PLATE EA
1911-66-000 CONDYLAR BUTR PLATE 7HX158MM R EA
1911-67-000 CONDYLAR BUTR PLATE 9HX190MM L EA
1911-68-000 CONDYLAR BUTR PLATE 9HX190MM R EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1911-69-000 CONDYLAR BUTR PLATE 7HX 158 L EA
1911-70-000 QTR TUBULAR PLATE 3HX23MM EA
1911-71-000 QTR TUBULAR PLATE 4HX31MM EA
1911-72-000 QTR TUBULAR PLATE 5HX39MM EA
1911-73-000 QTR TUBULAR PLATE 6HX47MM EA
1911-74-000 QTR TUBULAR PLATE 7HX55MM EA
1911-75-000 QTR TUBULAR PLATE 8HX63MM EA
1914-10-000 SFT COIL WIRE/CERCLAGE 1.0X10 EA
1914-12-000 SFT COIL WIRE/CERCLAGE 1.2X10 EA
1914-34-000 TIBIA BOLT W/2 NUTS 80MM EA
1914-36-000 TIBIA BOLT W/2 NUTS 100MM EA
1914-38-000 TIBIA BOLT W/2 NUTS 120MM EA
1917-14-000 SELF-TAP CORT SC 4.5X14MM EA
1917-16-000 SELF-TAP CORT SC 4.5X16MM EA
1917-18-000 SELF-TAP CORT SC 4.5X18MM EA
1917-20-000 SELF-TAP CORT SC 4.5X20MM EA
1917-22-000 SELF-TAP CORT SC 4.5X22MM EA
1917-24-000 SELF-TAP CORT SC 4.5X24MM EA
1917-26-000 SELF-TAP CORT SC 4.5X26MM EA
1917-28-000 SELF-TAP CORT SC 4.5X28MM EA * *
1917-30-000 SELF-TAP CORT SC 4.5X30MM EA
1917-32-000 SELF-TAP CORT SC 4.5X32MM EA
1917-34-000 SELF-TAP CORT SC 4.5X34MM EA
1917-36-000 SELF-TAP CORT SC 4.5X36MM EA
1917-38-000 SELF-TAP CORT SC 4.5X38MM EA
1917-40-000 SELF-TAP CORT SC 4.5X40MM EA
1917-42-000 SELF-TAP CORT SC 4.5X42MM EA
1917-44-000 SELF-TAP CORT SC 4.5X44MM EA
1917-46-000 SELF-TAP CORT SC 4.5X46MM EA
1917-48-000 SELF-TAP CORT SC 4.5X48MM EA
1917-50-000 SELF-TAP CORT SC 4.5X50MM EA
1917-52-000 SELF-TAP CORT SC 4.5X52MM EA
1917-56-000 SELF-TAP CORT SC 4.5X56MM EA
1917-60-000 SELF-TAP CORT SC 4.5X60MM EA
1917-65-000 SELF-TAP CORT SC 4.5X65MM EA
1917-70-000 SELF-TAP CORT SC 4.5X70MM EA
1917-75-000 SELF-TAP CORT SC 4.5 X 75MM EA
1917-79-000 SELF-TAP CORT SC 4.5 X 80MM EA
1917-85-000 SELF-TAP CORT SC 4.5 X 85MM EA
1917-89-000 SELF-TAP CORT SC 4.5 X 90MM EA
1917-95-000 SELF-TAP CORT SC 4.5 X 95MM EA
1917-99-000 SELF-TAP CORT SC 4.5 X 100MM EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1920-06-000 BONE SCREW 1.5MM X 6MM EA
1920-07-000 BONE SCREW 1.5MM X 7MM EA
1920-08-000 BONE SCREW 1.5MM X 8MM EA
1920-09-000 BONE SCREW 1.5MM X 9MM EA
1920-10-000 BONE SCREW 1.5MM X 10MM EA
1920-11-000 BONE SCREW 1.5MM X 11MM EA
1920-12-000 BONE SCREW 1.5MM X 12MM EA
1920-14-000 BONE SCREW 1.5MM X 14MM EA
1920-16-000 BONE SCREW 1.5MM X 16MM EA
1921-06-000 BONE SCREW 2.0MM X 6MM EA
1921-08-000 BONE SCREW 2.0MM X 8MM EA
1921-10-000 BONE SCREW 2.0MM X 10MM EA
1921-12-000 BONE SCREW 2.0MM X 12MM EA
1921-14-000 BONE SCREW 2.0MM X 14MM EA
1921-16-000 BONE SCREW 2.0MM X 16MM EA
1921-18-000 BONE SCREW 2.0MM X 18MM EA
1921-20-000 BONE SCREW 2.0MM X 20MM EA * *
1922-06-000 BONE SCREW 2.7MM X 6MM EA
1922-08-000 BONE SCREW 2.7MM X 8MM EA
1922-10-000 BONE SCREW 2.7MM X 10MM EA
1922-12-000 BONE SCREW 2.7MM X 12MM EA
1922-14-000 BONE SCREW 2.7MM X 14MM EA
1922-16-000 BONE SCREW 2.7MM X 16MM EA
1922-18-000 BONE SCREW 2.7MM X 18MM EA
1922-20-000 BONE SCREW 2.7MM X 20MM EA
1922-22-000 BONE SCREW 2.7MM X 22MM EA
1922-24-000 BONE SCREW 2.7MM X 24MM EA
1923-10-000 BONE SCREW 3.5MM STD X 10MM EA
1923-12-000 BONE SCREW 3.5MM STD X 12MM EA
1923-14-000 BONE SCREW 3.5MM STD X 14MM EA
1923-16-000 BONE SCREW 3.5MM STD X 16MM EA
1923-18-000 BONE SCREW 3.5MM STD X 18MM EA
1923-20-000 BONE SCREW 3.5MM STD X 20MM EA
1923-22-000 BONE SCREW 3.5MM STD X 22MM EA
1923-24-000 BONE SCREW 3.5MM STD X 24MM EA
1923-26-000 BONE SCREW 3.5MM STD X 26MM EA
1923-28-000 BONE SCREW 3.5MM STD X 28MM EA
1923-30-000 BONE SCREW 3.5MM STD X 30MM EA
1923-32-000 BONE SCREW 3.5MM STD X 32MM EA
1923-36-000 BONE SCREW 3.5MM STD X 36MM EA
1923-40-000 BONE SCREW 3.5MM STD X 40MM EA
1923-45-000 BONE SCREW 3.5MM STD X 45MM EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1923-50-000 BONE SCREW 3.5MM STD X 50MM EA
1923-55-000 BONE SCREW 3.5MM STD X 55MM EA
1923-60-000 BONE SCREW 3.5MM STD X 60MM EA
1924-10-000 BONE SCREW 3.5MM FINE X 10MM EA
1924-12-000 BONE SCREW 3.5MM FINE X 12MM EA
1924-14-000 BONE SCREW 3.5MM FINE X 14MM EA
1924-16-000 BONE SCREW 3.5MM FINE X 16MM EA
1924-18-000 BONE SCREW 3.5MM FINE X 18MM EA
1924-20-000 BONE SCREW 3.5MM FINE X 20MM EA
1924-22-000 BONE SCREW 3.5MM FINE X 22MM EA
1924-24-000 BONE SCREW 3.5MM FINE X 24MM EA
1924-26-000 BONE SCREW 3.5MM FINE X 26MM EA
1924-28-000 BONE SCREW 3.5MM FINE X 28MM EA
1924-30-000 BONE SCREW 3.5MM FINE X 30MM EA
1924-32-000 BONE SCREW 3.5MM FINE X 32MM EA
1924-36-000 BONE SCREW 3.5MM FINE X 36MM EA
1924-40-000 BONE SCREW 3.5MM FINE X 40MM EA
1924-45-000 BONE SCREW 3.5MM FINE X 45MM EA * *
1924-50-000 BONE SCREW 3.5MM FINE X 50MM EA
1925-10-000 BONE SCREW 4.0MM CANC X 10MM EA
1925-12-000 BONE SCREW 4.0MM CANC X 12MM EA
1925-14-000 BONE SCREW 4.0MM CANC X 14MM EA
1925-16-000 BONE SCREW 4.0MM CANC X 16MM EA
1925-18-000 BONE SCREW 4.0MM CANC X 18MM EA
1925-20-000 BONE SCREW 4.0MM CANC X 20MM EA
1925-22-000 BONE SCREW 4.0MM CANC X 22MM EA
1925-24-000 BONE SCREW 4.0MM CANC X 24MM EA
1925-26-000 BONE SCREW 4.0MM CANC X 26MM EA
1925-28-000 BONE SCREW 4.0MM CANC X 28MM EA
1925-30-000 BONE SCREW 4.0MM CANC X 30MM EA
1925-35-000 BONE SCREW 4.0MM CANC X 35MM EA
1925-40-000 BONE SCREW 4.0MM CANC X 40MM EA
1925-45-000 BONE SCREW 4.0MM CANC X 45MM EA
1925-50-000 BONE SCREW 4.0MM CANC X 50MM EA
1926-14-000 BONE SCREW 4.5MM X 14MM EA
1926-16-000 BONE SCREW 4.5MM X 16MM EA
1926-18-000 BONE SCREW 4.5MM X 18MM EA
1926-20-000 BONE SCREW 4.5MM X 20MM EA
1926-22-000 BONE SCREW 4.5MM X 22MM EA
1926-24-000 BONE SCREW 4.5MM X 24MM EA
1926-26-000 BONE SCREW 4.5MM X 26MM EA
1926-28-000 BONE SCREW 4.5MM X 28MM EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1926-30-000 BONE SCREW 4.5MM X 30MM EA
1926-32-000 BONE SCREW 4.5MM X 32MM EA
1926-34-000 BONE SCREW 4.5MM X 34MM EA
1926-36-000 BONE SCREW 4.5MM X 36MM EA
1926-38-000 BONE SCREW 4.5MM X 38MM EA
1926-40-000 BONE SCREW 4.5MM X 40MM EA
1926-42-000 BONE SCREW 4.5MM X 42MM EA
1926-44-000 BONE SCREW 4.5MM X 44MM EA
1926-46-000 BONE SCREW 4.5MM X 46MM EA
1926-48-000 BONE SCREW 4.5MM X 48MM EA
1926-50-000 BONE SCREW 4.5MM X 50MM EA
1926-52-000 BONE SCREW 4.5MM X 52MM EA
1926-54-000 BONE SCREW 4.5MM X 54MM EA
1926-56-000 BONE SCREW 4.5MM X 56MM EA
1926-58-000 BONE SCREW 4.5MM X 58MM EA
1926-60-000 BONE SCREW 4.5MM X 60MM EA
1926-64-000 BONE SCREW 4.5MM X 64MM EA
1926-70-000 BONE SCREW 4.5MM X 70MM EA * *
1927-20-000 MALLEOLAR SCREW 4.5MM X 20MM EA
1927-25-000 MALLEOLAR SCREW 4.5MM X 25MM EA
1927-30-000 MALLEOLAR SCREW 4.5MM X 30MM EA
1927-35-000 MALLEOLAR SCREW 4.5MM X 35MM EA
1927-40-000 MALLEOLAR SCREW 4.5MM X 40MM EA
1927-45-000 MALLEOLAR SCREW 4.5MM X 45MM EA
1927-50-000 MALLEOLAR SCREW 4.5MM X 50MM EA
1927-55-000 MALLEOLAR SCREW 4.5MM X 55MM EA
1927-60-000 MALLEOLAR SCREW 4.5MM X 60MM EA
1927-65-000 MALLEOLAR SCREW 4.5MM X 65MM EA
1927-70-000 MALLEOLAR SCREW 4.5MM X 70MM EA
1927-79-000 MALLEOLAR SCREW 4.5MM X 80MM EA
1928-30-000 BONE SCREW 6.5MM (16) X 30MM EA
1928-35-000 BONE SCREW 6.5MM (16) X 35MM EA
1928-40-000 BONE SCREW 6.5MM (16) X 40MM EA
1928-45-000 BONE SCREW 6.5MM (16) X 45MM EA
1928-50-000 BONE SCREW 6.5MM (16) X 50MM EA
1928-55-000 BONE SCREW 6.5MM (16) X 55MM EA
1928-60-000 BONE SCREW 6.5MM (16) X 60MM EA
1928-65-000 BONE SCREW 6.5MM (16) X 65MM EA
1928-70-000 BONE SCREW 6.5MM (16) X 70MM EA
1928-75-000 BONE SCREW 6.5MM (16) X 75MM EA
1928-79-000 BONE SCREW 6.5MM (16) X 80MM EA
1928-85-000 BONE SCREW 6.5MM (16) X 85MM EA
1928-89-000 BONE SCREW 6,5MM (16) X 90MM EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1928-95-000 BONE SCREW 6.5MM (16) X 95MM EA
1928-96-000 BONE SCREW 6.5MM (16) X 100MM EA
1928-97-000 BONE SCREW 6.5MM (16) X 105MM EA
1928-98-000 BONE SCREW 6.5MM (16) X 110MM EA
1929-45-000 BONE SCREW 6.5MM (32) X 45MM EA
1929-50-000 BONE SCREW 6.5MM (32) X 50MM EA
1929-55-000 BONE SCREW 6.5MM (32) X 55MM EA
1929-60-000 BONE SCREW 6.5MM (32) X 60MM EA
1929-65-000 BONE SCREW 6.5MM (32) X 65MM EA
1929-70-000 BONE SCREW 6.5MM (32) X 70MM EA
1929-75-000 BONE SCREW 6.5MM (32) X 75MM EA
1929-79-000 BONE SCREW 6.5MM (32) X 80MM EA
1929-85-000 BONE SCREW 6.5MM (32) X 85MM EA
1929-89-000 BONE SCREW 6.5MM (32) X 90MM EA
1929-95-000 BONE SCREW 6.5MM (32) X 95MM EA
1929-96-000 BONE SCREW 6.5MM (32) X 100MM EA
1929-97-000 BONE SCREW 6.5MM (32) X 105MM EA * *
1929-98-000 BONE SCREW 6.5MM (32) X 110MM EA
1930-25-000 BONE SCREW 6.5MM F-THD X 25MM EA
1930-30-000 BONE SCREW 6.5MM F-THD X 30MM EA
1930-35-000 BONE SCREW 6.5MM F-THD X 35MM EA
1930-40-000 BONE SCREW 6.5MM F-THD X 40MM EA
1930-45-000 BONE SCREW 6.5MM F-THD X 45MM EA
1930-50-000 BONE SCREW 6.5MM F-THD X 50MM EA
1930-55-000 BONE SCREW 6.5MM F-THD X 55MM EA
1930-60-000 BONE SCREW 6.5MM F-THD X 60MM EA
1930-65-000 BONE SCREW 6.5MM F-THD X 65MM EA
1930-70-000 BONE SCREW 6.5MM F-THD X 70MM EA
1930-75-000 BONE SCREW 6.5MM F-THD X 75MM EA
1930-79-000 BONE SCREW 6.5MM F-THD X 80MM EA
1930-85-000 BONE SCREW 6.5MM F-THD X 85MM EA
1930-89-000 BONE SCREW 6.5MM F-THD X 90MM EA
1930-95-000 BONE SCREW 6.5MM F-THD X 95MM EA
1930-96-000 BONE SCREW 6.5MM F-THD X 100MM EA
1930-97-000 BONE SCREW 6.5MM F-THD X 105MM EA
1930-98-000 BONE SCREW 6.5MM F-THD X 110MM EA
1952-02-000 M KUROSAKA FIX SCR 7MM X 20MM EA
1952-04-000 M KUROSAKA FIX SCR 7MM X 25MM EA
1952-06-000 M KUROSAKA FIX SCR 7MM X 30MM EA
1952-07-000 M KUROSAKA FIX SCR 7MM X 35MM EA
1952-08-000 M KUROSAKA FIX SCR 7MM X 40MM EA
1952-10-000 M KUROSAKA FIX SCR 9MM X 20MM EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1952-14-000 M KUROSAKA FIX SCR 9MM X 25MM EA
1952-18-000 M KUROSAKA FIX SCR 9MM X 30MM EA
1952-20-000 M KUROSAKA FIX SCR 9MM X 35MM EA
1952-22-000 M KUROSAKA FIX SCR 9MM X 40MM EA
1952-40-000 CANN TI FIX SCR 9X20 W/9 PIN EA
1952-42-000 CANN TI FIX SCR 9X25 W/9 PIN EA
1952-44-000 CANN TI FIX SCR 9X30 W/9 PIN EA
1952-46-000 CANN TI FIX SCR 9X35 W/9 PIN EA
1952-48-000 CANN TI FIX SCR 9X40 W/9 PIN EA
1952-50-000 KUR CANN FIX SCR 7X20 W/9 PIN EA
1952-52-000 KUR CANN FIX SCR 7X25 W/9 PIN EA
1952-54-000 KUR CANN FIX SCR 7X30 W/9 PIN EA
1952-56-000 KUR CANN FIX SCR 7X35 W/9 PIN EA
1952-58-000 KUR CANN FIX SCR 7X40 W/9 PIN EA
1952-62-000 KUR EXTREMITY FIX SCR 5.5X25 EA * *
1952-64-000 KUR EXTREMITY FIX SCR 5.5X30 EA
1953-02-000 NON-STER KUROSAKA SCREW 7X20 EA
1953-04-000 NON-STER KUROSAKA SCREW 7X25 EA
1953-06-000 NON-STER KUROSAKA SCREW 7X30 EA
1953-07-000 NON-STER KUROSAKA SCREW 7X35 EA
1953-08-000 NON-STER KUROSAKA SCREW 7X40 EA
1953-10-000 NON-STER KUROSAKA SCREW 9X20 EA
1953-14-000 NON-STER KUROSAKA SCREW 9X25 EA
1953-18-000 NON-STER KUROSAKA SCREW 9X30 EA
1953-20-000 NON-STER KUROSAKA SCREW 9X35 EA
1953-22-000 NON-STER KUROSAKA SCREW 9X40 EA
1953-40-000 NONSTER CANN KUROSAKA SCR 9X20 EA
1953-42-000 NONSTER CANN KUROSAKA SCR 9X25 EA
1953-44-000 NONSTER CANN KUROSAKA SCR 9X30 EA
1953-46-000 NONSTER CANN KUROSAKA SCR 9X35 EA
1953-48-000 NONSTER CANN KUROSAKA SCR 9X40 EA
1953-50-000 NONSTER CANN KUROSAKA SCR 7X20 EA
1953-52-000 NONSTER CANN KUROSAKA SCR 7X25 EA
1953-54-000 NONSTER CANN KUROSAKA SCR 7X30 EA
1953-56-000 NONSTER CANN KUROSAKA SCR 7X35 EA
1953-58-000 NONSTER CANN KUROSAKA SCR 7X40 EA
1953-62-000 NONSTER KUROSAKA SCR 5.5 X 25 EA
1953-64-000 NONSTER KUROSAKA SCR 5.5 X 30 EA
2001-10-000 DRIVER FOR HIP PROSTHESIS EA
2001-12-000 REPLACEMENT DELRIN INSERT EA
2003-10-000 I BEAM PROS. RASP 6-1/2 IN EA
2003-12-000 1 BEAM PROS. RASP 8 INCH EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
FRACTURE MANAGEMENT * %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2003-14-000 I BEAM PROS. RASP 10 IN EA
2003-16-000 I BEAM PROS. RASP 12 IN EA
2004-00-000 MURPHY BONE SKID EA
2006-00-000 PROS GUAGE IN EA
2006-10-000 PROS GUAGE MM EA
2008-00-000 DRIVER EA
2028-00-000 HIP PIN RACK EA
2029-00-000 KNOWLES PIN WRENCH EA
2029-10-000 CANAKIS PIN WRENCH EA
2030-00-000 HAGIE PIN WRENCH EA * *
2046-10-000 DRIVER EXTRACTOR EA
2046-22-000 MOORE PROS EXTR EA
2046-28-000 ADPTR/I-BEAM PROS EA
2046-32-000 UNIVERSAL FEM TRIAL EXTRACTOR EA
2046-34-000 NICHOLLS HIP EXTRACTION ADPT EA
2046-38-000 STEM EXTRAC/SM TAPER EA
2056-00-000 ALUM SCREW DRIVER 3 BITS EA
2058-12-000 CS BIT EA
2058-14-000 SS BIT EA
2058-16-000 WDRF BIT EA
2062-00-000 PIN EXTRACTOR EA
2066-12-000 PIN DRIVER 1/8 EA
2066-14-000 PIN DRIVER 3/16 EA
2066-16-000 PIN DRIVER 1/4 EA
2067-40-000 HARD JAWS WIRE CUTTER EA
2068-10-000 STAINLESS STEEL WIRE CUTTER EA
2068-14-000 PEDIATRIC WIRE CUTTER T/C EA
2068-16-000 DOUBLE ACTION WIRE CUTTER EA
2068-18-000 SIDE BITE WIRE CUTTER EA
2068-20-000 MINI SIDE/END WIRE CUTTER EA
2070-00-000 ST PIN RACK EA
- ------------------------------------------------------------------------
</TABLE>
*Confidential portions and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
FRACTURE MANAGEMENT * %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2071-00-000 K WIRE RACK EA
2071-10-000 MINI K WIRE RACK EA
2073-00-000 DRILL BIT RACK EA
2078-00-000 PEASE BONE DRILL EA
2079-00-000 MOD PEASE DRILL EA
2079-10-000 JACOBS CHK KEY/PEASE DRILL EA
2085-10-000 BONE HOOK 3/8 EA
2085-12-000 BONE HOOK 1/2 EA
2085-14-000 BONE HOOK 3/4 EA
2085-16-000 BONE HOOK 1 EA
2116-00-000 I BEAM PROS DRIVER EA
2117-00-000 MINI RASP & FILE EA * *
2118-00-000 CATHCART GAUGE/ODD MM EA
2126-02-000 CHS INSTRUMENT SET SE
2126-25-000 VARIABLE ANGLE PIN GUIDE EA
2126-26-000 VARIABLE ANGLE CONDYLAR GUIDE EA
2126-30-000 DEPTH GAUGE EA
2126-36-000 TRIPLE REAMER STD BARREL EA
2126-37-000 TRIPLE REAMER SHORT BARREL EA
2126-38-000 CHS PUSH BUTTON W/SPRING EA
2126-39-000 QUICK COUPLE HANDLE CHS EA
2126-40-000 CANNULATED TAP STD THREAD EA
2126-41-000 CANNULATED TAP SUPER THREAD EA
2126-42-000 INSERTER/EXTRACTOR EA
2126-44-000 KEYWAY ALIGNMENT GUIDE EA
2126-46-000 KEYING DEVICE EA
2126-49-000 HEAVY DUTY IMPACTOR EA
2126-51-000 REPLACEMENT TIP FOR IMPACTOR EA
2126-54-000 CHS TRIAL 90 DEG EA
2126-55-000 CHS TRIAL 95 DEG EA
2126-56-000 CHS TRIAL 130 DEG EA
2126-57-000 CHS TRIAL 135 DEG EA
2126-58-000 CHS TRIAL 140 DEG EA
2126-59-000 CHS TRIAL 145 DEG EA
2126-60-000 CHS TRIAL 150 DEG EA
2126-66-000 JACOBS TO HUDSON ADAPTER EA
- ------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
FRACTURE MANAGEMENT * %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
2126-69-000 LAG SCREW COMPRESSION INSTR EA
2160-00-000 INIT INCISION RETRACTOR EA
2172-14-000 T-HANDLE W/ HUDSON ADAPTER EA
2177-00-000 MULLER RAKE RETR 38MM EA
2202-00-000 WIRE PULLING FCP EA
2204-10-000 PROTRACTOR SM EA
2204-12-000 PROTRACTOR LG EA
2210-10-000 PUTTI RASP RD EA
2210-12-000 PUTTI RASP FLAT EA
2250-10-000 MALLET 1 1/2 LB. EA
2250-12-000 MALLET 3 LB. EA * *
2251-10-000 DELRIN MALLET 1 1/2 LB EA
2251-14-000 DELRIN BUTTON FOR 1 1/2 LB EA
2276-10-000 METAL LOOP XSM EA
2276-12-000 METAL LOOP SM EA
2276-14-000 METAL LOOP MED EA
2276-16-000 METAL LOOP LG EA
2279-00-000 COMPL CRUTCHFILED TONGS EA
2280-10-000 KIRSCHNER BOW SM EA
2280-12-000 KIRSCHNER BOW LG EA
2280-14-000 KIRSCHNER BOW XL EA
2300-10-000 RONGEUR 2X10MMX5, STR EA
2300-12-000 RONGEUR 2X10MMX7, STR EA
2300-14-000 RONGEUR 2X10MMX5, UP EA
2300-16-000 RONGEUR 2X10MMX7, UP EA
2300-18-000 RONGEUR 2X10MMX5, DOWN EA
2300-20-000 RONGEUR 2X10MMX7, DOWN EA
2301-10-000 RONGEUR 3X10MMX5, STR EA
2301-12-000 RONGEUR 3X10MMX7, STR EA
2301-14-000 RONGEUR 3X10MMX5, UP EA
2301-16-000 RONGEUR 3X10MMX7, UP EA
2301-18-000 RONGEUR 3X10MMX5, DOWN EA
- ----------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2301-20-00 RONGEUR 3X10MMX7, DOWN EA
2302-10-00 RONGEUR 4X10MMX5, STR EA
2302-12-00 RONGEUR 4X10MMX7, STR EA
2302-14-00 RONGEUR 4X10MMX5,UP EA
2302-16-00 RONGEUR 4X10MMX7, UP EA
2302-18-00 RONGEUR 4X10MMx7, DOWN EA
2302-20-00 RONGEUR 4X10MMX7, DOWN EA
2303-10-00 RONGEUR 2X10MMX7, STR EA
2303-12-00 RONGEUR 2X10MMX7, UP EA
2303-14-00 RONGEUR 2X10MMX7, DOWN EA
2304-10-00 RONGEUR 3X10MMX7, STR EA
2304-12-00 RONGEUR 3X10MMX7, UP EA
2304-14-00 RONGEUR 3X10MMX7, DOWN EA * *
2305-10-00 RONGEUR 4X10MMX7, STR EA
2305-12-00 RONGEUR 4X10MMX7, UP EA
2305-14-00 RONGEUR 4X10MMX7, DOWN EA
2306-10-00 LOVE KERR 3MMX5-1/2, UP EA
2306-12-00 LOVE KERR 3MMX5-1/2 DOWN EA
2306-14-00 LOVE KERR 3MMX8, UP EA
2306-16-00 LOVE KERR 3MMX8, DOWN EA
2307-10-00 LOVE KERR 4MMX5-1/2, UP EA
2307-12-00 LOVE KERR 4MMX5-1/2, DOWN EA
2307-14-00 LOVE KERR 4MMX8, UP EA
2307-16-00 LOVE KERR 4MMX8, DOWN EA
2308-10-00 LOVE KERR 5MMX5 1/2, UP EA
2308-12-00 LOVE KERR 5MMX5 1/2, DOWN EA
2308-14-00 LOVE KERR 5MMX8, UP EA
2308-16-00 LOVE KERR 5MMX8, DOWN EA
2310-10-00 LOVE KERR 3MMX6 EA
2310-12-00 LOVE KERR 3MMX8 EA
2310-14-00 LOVE KERR 5MMX6 EA
2310-16-00 LOVE KERR 5MMX8 EA
2311-10-00 DUCKBILL 2X10MM EA
2312-12-00 DUCKBILL 3X10MM EA
2312-14-00 DUCKBILL 4X10MM EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2312-00-000 LEKSELL LAMINECTOMY EA
2313-00-000 LEKSELL RONGEUR EA
2314-10-000 STILLE LUERS STR JAWS EA
2314-12-000 STILLE LUERS CVD JAWS EA
2315-00-000 STILLE LUERS RONGEUR EA
2316-00-000 STILLE LUERS ECHLIN RONG EA
2317-00-000 RUSKIN RONGEUR EA
2318-10-000 LUER BONE RONGEUR STR EA
2318-12-000 LUER BONE RONGEUR CVD EA
2320-00-000 STILLE HORSLEY FORCEPS EA
2321-10-000 STILLE LISTON FCPS STR EA
2321-12-000 STILLE LISTON FCPS CVD EA * *
2322-10-000 RUSKIN LISTON FCPS UP EA
2322-12-000 RUSKIN LISTON FCPS STR EA
2323-10-000 LISTON BONE FCPS 1/2 STR JAW EA
2323-12-000 LISTON BONE FCPS 7-1/2 STR JAW EA
2324-10-000 LISTON BONE FCPS 5-1/2 ANG JAW EA
2324-12-000 LISTON BONE FCPS 7-1/2 ANG JAW EA
2325-00-000 BONE FORCEPS EA
EA
2326-00-000 BONE CUTTING FCPS
2327-10-000 RUSKIN 7-1/4 STR, LG JAW EA
2327-12-000 RUSKIN 6 CVD, SM EA
2327-14-000 RUSKIN CVD 7 1/4, WIDE EA
2328-10-000 LEMPERT RONGEUR STR EA
2328-12-000 LEMPERT RONGEUR CVD EA
2329-10-000 NEEDLE HOLDER STR 5 1/2 EA
2329-12-000 NEEDLE HOLDER STR 6 EA
2329-14-000 NEEDLE HOLDER STR 7 EA
2329-18-000 NEEDLE HOLDER STR 8 EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2331-00-000 WEBSTER NEEDLE HOLDER EA
2332-00-000 RUSKIN RONGEUR EA
2333-10-000 MICRO KER RONG 2 MM X 7 UP EA
2333-12-000 MICRO KER RONG 2 MM X 7 DWN EA
2333-14-000 MICRO KER RONG 2 MM X 7 40 D EA
2333-16-000 MICRO KER RONG 3 MM X 7 UP EA
2333-18-000 MICRO KER RONG 3 MM X 7 DWN EA
2333-20-000 MICRO KER RONG 3 MM X 7 40 D EA
2333-22-000 MICRO KER RONG 4 MM X 7 UP EA
2333-24-000 MICRO KER RONG 4 MM X 7 DWN EA
2333-26-000 MICRO KER RONG 4 MM X 7 40 D EA
2333-28-000 MICRO KER RONG 5 MM X 7 UP EA
2333-30-000 MICRO KER RONG 5 MM X 7 DWN EA
2333-32-000 MICRO KER RONG 5 MM X 7 40 D EA
2333-34-000 MICRO KER RONG 6 MM X 7 UP EA
2333-36-000 MICRO KER RONG 6 MM X 7 DWN EA * *
2333-38-000 MICRO KER RONG 6 MM X 7 40 D EA
2335-20-000 KLEINERT-KUTZ FLEX RETRIEVER EA
2336-00-000 KLEINERT RAGNELL EA
2337-10-000 KLEINERT SKIN HOOK SM EA
2337-12-000 KLEINERT SKIN HOOK MED EA
2337-14-000 KLEINERT SKIN HOOK LG EA
2339-00-000 KLEINERT-KUTZ ELEVATOR/CURETT EA
2340-00-000 KLEIN-KUTZ SYNO RONG STRNG CV EA
2341-10-000 KLEIN-KUTZ RONG LT CV 2MM EA
2341-12-000 KLEIN-KUTZ RONG LT CV 3MM EA
2342-10-000 KLEINERT-KUTZ BONE CUTTER STR EA
2342-12-000 KLEINERT-KUTZ BONE CUTTER CVD EA
2343-00-000 JOSEPH SKIN HOOK, SINGLE EA
2344-10-000 JOSEPH SKIN HOOK,DBL 2MM EA
2344-12-000 JOSEPH SKIN HOOK,DBL 5MM EA
2344-14-000 JOSEPH SKIN HOOK,DBL 7MM EA
2344-16-000 JOSEPH SKIN HOOK,DBL 10MM EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2346-01-000 APEX HOLE ELIM TPD DRIVER EA
2356-00-000 UNIVERSAL BONE TAMP EA
2376-00-000 BRUN CURETE STR 9IN SET W/WRAPS EA
2376-10-000 BRUN CURETTE 000 EA
2376-12-000 BRUN CURETTE 00 EA
2376-14-000 BRUN CURETTE 0 EA
2376-16-000 BRUN CURETTE 1 EA
2376-18-000 BRUN CURETTE 2 EA
2376-20-000 BRUN CURETTE 3 EA
2376-22-000 BRUN CURETTE 4 EA
2376-24-000 BRUN CURETTE 5 EA
2376-26-000 BRUN CURETTE 6 EA
2377-00-000 BRUN CURETE STR 7IN SET W/WRAPS EA
2377-02-000 BRUN CURETE 45DEG. SET W/WRAPS EA
2377-10-000 BONE CCURETTE 000 EA
2377-12-000 BONE CURETTE 00 EA
2377-14-000 BONE CURETTE 0 EA
2377-16-000 BONE CURETTE 1 EA * *
2377-18-000 BONE CURETTE 2 EA
2377-20-000 BONE CURETTE 3 EA
2377-22-000 BONE CURETTE 4 EA
2377-24-000 BONE CURETTE 5 EA
2377-26-000 BONE CURETTE 6 EA
2377-50-000 ANGLED CURETTE 45DEGREE 000 EA
2377-52-000 ANGLED CURETTE 45DEGREE 00 EA
2377-54-000 ANGLED CURETTE 45DEGREE 0 EA
2377-56-000 ANGLED CURETTE 45DEGREE 1 EA
2377-58-000 ANGLED CURETTE 45DEGREE 2 EA
2377-60-000 ANGLED CURETTE 45DEGREE 3 EA
2377-62-000 ANGLED CURETTE 45DEGREE 4 EA
2377-64-000 ANGLED CURETTE 45DEGREE 5 EA
2377-66-000 ANGLED CURETTE 45DEGREE 6 EA
2378-00-000 HIBBS GOUGE STR SET W/CASE SE
2378-01-000 HIBBS GOUGE STR SET ONLY SE
2378-10-000 GOUGE STR 1/4 EA
2378-12-000 GOUGE STR 3/8 EA
2378-14-000 GOUGE STR 1/2 EA
2378-16-000 GOUGE STR 5/8 EA
2378-18-000 GOUGE STR 3/4 EA
- --------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2378-20-000 GOUGE STR 7/8 EA
2378-22-000 GOUGE STR 1 EA
2378-24-000 GOUGE STR 1 1/8 EA
2378-26-000 GOUGE STR 1 1/4 EA
2378-28-000 GOUGE STR 1 1/2 EA
2379-00-000 HIBBS GOUGE CVD SET W/CASE SE
2379-01-000 HIBBS GOUGE CVD SET ONLY SE
2379-10-000 GOUGE CVD 1/4 EA
2379-12-000 GOUGE CVD 3/8 EA
2379-14-000 GOUGE CVD 1/2 EA
2379-16-000 GOUGE CVD 5/8 EA
2379-18-000 GOUGE CVD 3/4 EA
2379-20-000 GOUGE CVD 7/8 EA
2379-22-000 GOUGE CVD 1 EA
2379-24-000 GOUGE CVD 1-1/8 EA
2379-26-000 GOUGE CVD 1-1/4 EA
2379-28-000 GOUGE CVD 1-1/2 EA
2382-00-000 HIBBS OSTEO CVD SET W/CASE SE
2382-01-000 HIBBS OSTEO CVD SET ONLY SE
2382-10-000 OSTEOTOME STR 1/4 EA
2382-12-000 OSTEOTOME STR 3/8 EA * *
2382-14-000 OSTEOTOME STR 1/2 EA
2382-16-000 OSTEOTOME STR 5/8 EA
2382-18-000 OSTEOTOME STR 3/4 EA
2382-20-000 OSTEOTOME STR 7/8 EA
2382-22-000 OSTEOTOME STR 1 EA
2382-24-000 OSTEOTOME STR 1-1/8 EA
2382-26-000 OSTEOTOME STR 1-1/4 EA
2382-28-000 OSTEOTOME STR 1-1/2 EA
2383-00-000 HIBBS OSTEO CVD SET W/CASE SE
2383-01-000 HIBBS OSTEO CVD SET ONLY SE
2383-10-000 OSTEOTOME STR 1/4 EA
2383-12-000 OSTEOTOME STR 3/8 EA
2383-14-000 OSTEOTOME STR 1/2 EA
2383-16-000 OSTEOTOME STR 5/8 EA
2383-18-000 OSTEOTOME STR 3/4 EA
2383-20-000 OSTEOTOME STR 7/8 EA
2383-22-000 OSTEOTOME STR 1 EA
2383-24-000 OSTEOTOME STR 1-1/8 EA
2383-26-000 OSTEOTOME STR 1-1/4 EA
2383-28-000 OSTEOTOME STR 1-1/2 EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2384-00-000 CHISEL MALLET SET SS SE
2384-10-000 STAINLESS MALLET EA
2385-00-000 CHISEL MALLET SET NYLON SE
2385-10-000 NYLON MALLET EA
2385-12-000 NYLON CAP EA
2386-10-000 OSTEOTOME 4MM EA
2386-12-000 OSTEOTOME 5MM EA
2386-14-000 OSTEOTOME 6MM EA
2386-16-000 OSTEOTOME 6MM, CURVED EA
2386-18-000 OSTEOTOME 10MM EA
2386-20-000 OSTEOTOME 12MM EA
2386-22-000 OSTEOTOME 16MM EA
2386-24-000 OSTEOTOME 22MM EA
2386-26-000 OSTEOTOME 25MM EA
2386-28-000 WRAP/OSTEO MALLET 10 EA
2387-00-000 OSTEOTOME/MALLET SET SE
2387-10-000 MALLET EA
2387-12-000 DELRIN BUTTON EA
2387-14-000 OSTEOTOME 4MM EA
2387-16-000 OSTEOTOME 6MM EA * *
2387-18-000 OSTEOTOME 8MM EA
2387-20-000 OSTEOTOME 10MM EA
2387-22-000 OSTEOTOME 12MM EA
2387-24-000 OSTEOTOME 15MM EA
2387-26-000 WRAP-MINI LAMBOTTE OSTEOTOME EA
2389-00-000 HOKE OSTEOTOME SET SE
2389-10-000 HOKE OSTEOTOME 1/8 EA
2389-12-000 HOKE OSTEOTOME 3/16 EA
2389-14-000 HOKE OSTEOTOME 1/4 EA
2389-16-000 HOKE OSTEOTOME 5/16 EA
2389-18-000 HOKE OSTEOTOME 3/8 EA
2389-20-000 HOKE OSTEOTOME 1/2 EA
2390-00-000 LAMBOTTE OSTEO STR SET ONLY SE
2390-10-000 OSTEOTOME STR 1/4 EA
2390-12-000 OSTEOTOME STR 1/2 EA
2390-14-000 OSTEOTOME STR 3/4 EA
2390-16-000 OSTEOTOME STR 1 EA
2390-18-000 OSTEOTOME STR 1 1/4 EA
2390-20-000 OSTEOTOME STR 1 1/2 EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2378-20-000 GOUGE STR 7/8 EA
2378-22-000 GOUGE STR 1 EA
2378-24-000 GOUGE STR 1 1/8 EA
2378-26-000 GOUGE STR 1 1/4 EA
2378-28-000 GOUGE STR 1 1/2 EA
2379-00-000 HIBBS GOUGE CVD SET W/CASE SE
2379-01-000 HIBBS GOUGE CVD SET ONLY SE
2379-10-000 GOUGE CVD 1/4 EA
2379-12-000 GOUGE CVD 3/8 EA
2379-14-000 GOUGE CVD 1/2 EA
2379-16-000 GOUGE CVD 5/8 EA
2379-18-000 GOUGE CVD 3/4 EA
2379-20-000 GOUGE CVD 7/8 EA
2379-22-000 GOUGE CVD 1 EA
2379-24-000 GOUGE CVD 1-1/8 EA
2379-26-000 GOUGE CVD 1-1/4 EA
2379-28-000 GOUGE CVD 1-1/2 EA
2382-00-000 HIBBS OSTEO STR SET W/CASE SE
2382-01-000 HIBBS OSTEO STR SET ONLY SE
2382-10-000 OSTEOTOME STR 1/4 EA * *
2382-12-000 OSTEOTOME STR 3/8 EA
2382-14-000 OSTEOTOME STR 1/2 EA
2382-16-000 OSTEOTOME STR 5/8 EA
2382-18-000 OSTEOTOME STR 3/4 EA
2382-20-000 OSTEOTOME STR 7/8 EA
2382-22-000 OSTEOTOME STR 1 EA
2382-24-000 OSTEOTOME STR 1-1/8 EA
2382-26-000 OSTEOTOME STR 1-1/4 EA
2382-28-000 OSTEOTOME STR 1-1/2 EA
2383-00-000 HIBBS OSTEO CVD SET W/CASE SE
2383-01-000 HIBBS OSTEO CVD SET ONLY SE
2383-10-000 OSTEOTOME CVD 1/4 EA
2383-12-000 OSTEOTOME CVD 3/8 EA
2383-14-000 OSTEOTOME CVD 1/2 EA
2383-16-000 OSTEOTOME CVD 5/8 EA
2383-18-000 OSTEOTOME CVD 3/4 EA
2383-20-000 OSTEOTOME CVD 7/8 EA
2383-22-000 OSTEOTOME CVD 1 EA
2383-24-000 OSTEOTOME CVD 1-1/8 EA
2383-26-000 OSTEOTOME CVD 1-1/4 EA
2383-28-000 OSTEOTOME CVD 1-1/2 EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2384-00-000 CHISEL MALLET SET SS SE
2384-10-000 STAINLESS MALLET EA
2385-00-000 CHISEL MALLET SET NYLON SE
2385-10-000 NYLON MALLET EA
2385-12-000 NYLON CAP EA
2386-10-000 OSTEOTOME 4MM EA
2386-12-000 OSTEOTOME 5MM EA
2386-14-000 OSTEOTOME 6MM EA
2386-16-000 OSTEOTOME 6MM,CURVED EA
2386-18-000 OSTEOTOME 10MM EA
2386-20-000 OSTEOTOME 12MM EA
2386-22-000 OSTEOTOME 16MM EA
2386-24-000 OSTEOTOME 22MM EA
2386-26-000 OSTEOTOME 25MM EA
2386-28-000 WRAP/OSTEO MALLET 10 EA
2387-00-000 OSTEOTOME/MALLET SET SE
2387-10-000 MALLET EA
2387-12-000 DELRIN BUTTON EA * *
2387-14-000 OSTEOTOME 4MM EA
2387-16-000 OSTEOTOME 6MM EA
2387-18-000 OSTEOTOME 8MM EA
2387-20-000 OSTEOTOME 10MM EA
2387-22-000 OSTEOTOME 12MM EA
2387-24-000 OSTEOTOME 15MM EA
2387-26-000 WRAP-MINI LAMBOTTE OSTEOTOME EA
2389-00-000 HOKE OSTEOTOME SET SE
2389-10-000 HOKE OSTEOTOME 1/8 EA
2389-12-000 HOKE OSTEOTOME 3/16 EA
2389-14-000 HOKE OSTEOTOME 1/4 EA
2389-16-000 HOKE OSTEOTOME 5/16 EA
2389-18-000 HOKE OSTEOTOME 3/8 EA
2389-20-000 HOKE OSTEOTOME 1/2 EA
2390-00-000 LAMBOTTE OSTEO STR SET ONLY SE
2390-10-000 OSTEOTOME STR 1/4 EA
2390-12-000 OSTEOTOME STR 1/2 EA
2390-14-000 OSTEOTOME STR 3/4 EA
2390-16-000 OSTEOTOME STR 1 EA
2390-18-00 OSTEOTOME STR 1 1/4 EA
2390-20-00 OSTEOTOME STR 1 1/2 EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2391-00-000 LAMBOTTE OSTEO CVD SET ONLY SE
2391-10-000 OSTEOTOME CVD 1/4 EA
2391-12-000 OSTEOTOME CVD 1/2 EA
2391-14-000 OSTEOTOME CVD 3/4 EA
2391-16-000 OSTEOTOME CVD 1 EA
2391-18-000 OSTEOTOME CVD 1 1/4 EA
2391-20-000 OSTEOTOME CVD 1 1/2 EA
2395-00-000 CHISEL GOUGE OST INST CASE EA
2395-12-000 9IN LAMBOTTE OST INST CASE EA
2396-00-000 SMITH PETE OSTEO STR SET W/CS SE
2396-01-000 SMITH PETE OSTEO STR SET ONLY SE
2396-10-000 SP OSTEOTOME 1/4 STR EA
2396-12-000 SP OSTEOTOME 3/8 STR EA
2396-14-000 SP OSTEOTOME 1/2 STR EA
2396-16-000 SP OSTEOTOME 5/8 STR EA
2396-18-000 SP OSTEOTOME 3/4 STR EA
2396-20-000 SP OSTEOTOME 1 STR EA
2396-22-000 SP OSTEOTOME 1-1/4 STR EA
2397-00-000 SMITH PETE OSTEO CVD SET W/CS SE * *
2397-01-000 SMITH PETE OSTEO CVD SET ONLY SE
2397-10-000 SP OSTEOTOME 1/4 CVD EA
2397-12-000 SP OSTEOTOME 3/8 CVD EA
2397-14-000 SP OSTEOTOME 1/2 CVD EA
2397-16-000 SP OSTEOTOME 5/8 CVD EA
2397-18-000 SP OSTEOTOME 3/4 CVD EA
2397-20-000 SP OSTEOTOME 1 CVD EA
2397-22-000 SP OSTEOTOME 1-1/4 CVD EA
2398-00-000 SMITH PETE GOUGE ST SET W/CS SE
2398-01-000 SMITH PETE GOUGE STR SET ONLY SE
2398-10-000 SP GOUGE 1/4 STR EA
2398-12-000 SP GOUGE 3/8 STR EA
2398-14-000 SP GOUGE 1/2 STR EA
2398-16-000 SP GOUGE 5/8 STR EA
2398-18-000 SP GOUGE 3/4 STR EA
2398-20-000 SP GOUGE 1 STR EA
2398-22-000 SP GOUGE 1-1/4 STR EA
2399-00-000 SMITH PETE GOUGE CVD SET W/CS SE
2399-01-000 SMITH PETE GOUGE CVD SET ONLY SE
2399-10-000 SP GOUGE 1/4 CVD EA
2399-12-000 SP GOUGE 3/8 CVD EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2399-14-000 SP GOUGE 1/2 CVD EA
2399-16-000 SP GOUGE 5/8 CVD EA
2399-18-000 SP GOUGE 3/4 CVD EA
2399-20-000 SP GOUGE 1 CVD EA
2399-22-000 SP GOUGE 1-1/4 CVD EA
2425-10-000 KEY ELEVATOR 1/4 EA
2425-12-000 KEY ELEVATOR 1/2 EA
2425-14-000 KEY ELEVATOR 3/4 EA
2425-16-000 KEY ELEVATOR 1 EA
2426-00-000 LANGENBECK ELEVATOR EA
2427-00-000 SS PERRIOSTEAL ELEVATOR EA
2428-10-000 ELEV SL CV, 9/32 BL EA
2428-12-000 ELEV SL CV, 9/32 BL EA
2428-14-000 ELEV SL CV, 9/16 BL EA
2429-00-000 ELEVATOR DISSECTOR EA
2431-10-000 CHANDLER ELEV RETR 7 EA * *
2431-12-000 CHANDLER ELEV RETR 8 EA
2431-14-000 CHANDLER ELEV RETR 9 EA
2431-16-000 CHANDLER ELEV RETR 10 EA
2432-24-000 COBB ELEVATOR 3/4X12 EA
2433-00-000 TRONZO ELEVATOR EA
2434-00-000 TRONZO ELEVATOR 1/2 EA
2461-02-000 CANN CAL REAMER 4.0/5.0MM EA
2461-03-000 CANN CAL SCREW TAP 7MM EA
2461-04-000 CANN SCREWDRIVER 5MM HEX EA
2461-05-000 CANN SCREW FIXED PIN GUIDE EA
2461-06-000 CANN SCREW DIRECT MEAS GUIDE EA
2461-07-000 CANN SCREW COUNTERSINK EA
2462-00-000 4MM CANN SCREW SYSTEM CASE EA
2462-12-000 PARALLEL PIN GUIDE EA
2477-00-000 CARTILAGE SCISSORS EA
2479-00-000 WALTON CARTILAGE CLAMP EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2484-00-000 MENISCUS CLAMP EA
2484-10-000 RETRACTOR, NAR TIP EA
2484-12-000 RETRACTOR, BRD TIP EA
2486-10-000 SMILLIE MENIS KNIFE STR EA
2486-12-000 SMILLIE MENIS KNIFE RT EA
2486-14-000 SMILLIE MENIS KNIFE LFT EA
2527-10-000 LOWMAN CLAMP X SM EA
2527-12-000 LOWMAN CLAMP SM EA
2527-14-000 LOWMAN CLAMP LG EA
2528-10-000 1 PR BONE CLAMP X SM EA
2528-12-000 1 PR BONE CLAMP SM EA
2528-14-000 1 PR BONE CLAMP LG EA
2529-00-000 LANE BONE HDG FCPS EA
2530-00-000 KERN BONE HDG FCPS EA
2530-69-000 ARTIC/EZE TR BALL GRV 22.225+4 EA
2530-70-000 ARTIC/EZE TR BALL GRV 22.225+7 EA * *
2531-10-000 CLAMP W/RATCHET EA
2533-00-000 LEWIN BONE CLAMP EA
2538-18-000 CORTICAL AWL 11IN,279MM EA
2539-00-000 FIN INSTR SET COMPLETE EA
2539-02-000 SKIN PROTECTOR EA
2539-04-000 FIN UNIVERSAL BENDERS EA
2539-06-000 FIN UNIVERSAL IMPACTOR/EXTRAC EA
2539-08-000 FIN UNIVERSAL EXTRACTOR HOOK EA
2539-12-000 3.5MM FINAL IMPACTOR EA
2539-14-000 4.0MM FINAL IMPACTOR EA
2539-16-000 4.5MM FINAL IMPACTOR EA
2556-10-000 GELPI RETR 7-1/2IN SHARP EA
2556-12-000 WILTSE GELPI RETR 11 IN EA
2557-00-000 WEITLANER RETRACTOR HINGED EA
2559-10-000 WEITLANER RETR 5-1/2IN SHARP EA
2559-12-000 WEITLANER RETR 6-1/2IN SHARP EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2559-14-000 WEITLANER RETR 9-1/2IN SHARP EA
2560-10-000 BECKMAN ADSON RETR 1x1 EA
2560-12-000 BECKMAN ADSON RETR 1x1-1/2 EA
2562-00-000 ADSON RETRACTOR EA
2576-10-000 PR BENNETT ELEV SM, PR
2576-12-000 PR BENNETT ELEV LG, PR
2577-00-000 HIBBS RETRACTOR MED 1x3IN EA
2578-00-000 US ARMY RETR SET EA
2579-10-000 LAMINECTOMY RETR SM EA
2579-12-000 LAMINECTOMY RETR MED EA
2579-14-000 LAMINECTOMY RETR LG EA
2580-10-000 RETRACTOR BLADE 3 EA
2580-12-000 RETRACTOR BLADE 4 EA * *
2581-00-000 WILTSE BANKART RETR EA
2585-10-000 RAKE RETR 2 PR, BLUNT EA
2585-12-000 RAKE RETR 3 PR, BLUNT EA
2585-14-000 RAKE RETR 4 PR, BLUNT EA
2585-16-000 RAKE RETR 6 PR, BLUNT EA
2586-10-000 RAKE RETR 2 PR, SHARP EA
2586-12-000 RAKE RETR 3 PR, SHARP EA
2586-14-000 RAKE RETR 4 PR, SHARP EA
2586-16-000 RAKE RETR 6 PR, SHARP EA
2600-10-000 WRAP/COMPRESSION 8P 6S EA
2600-12-000 WRAP MEDULLARY PIN 15 EA
2600-14-000 WRAP/OSTE CHISEL GOUGE 10 EA
2600-16-000 WRAP/SP OSTE CHIS GOUGE 7 EA
2600-18-000 WRAP PROSTHESES 5 EA
2600-20-000 WRAP ST PIN 15 EA
2600-22-000 WRAP/LAMBOTTE OSTEO 6 EA
2600-24-000 WRAP/CURETTE EA
2600-32-000 STER WRAP/SELF-CENTERING HIP EA
2626-00-000 HOLZHEIMER RETR EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2627-00-000 ALM RETRACTOR EA
2630-10-000 INGE RETR 6-1/2 EA
2630-12-000 INGE RETR 9-1/2 EA
2631-00-000 STUCK LAMIN RETR EA
2650-10-000 NERVE RETR STR EA
2650-12-000 NERVE RETR 45 ANGL EA
2650-14-000 NERVE RETR 90 ANGL EA
2651-00-000 NERVE HOOK EA
2652-10-000 NERVE ROOT RETR 7MM EA
2652-12-000 NERVE ROOT RETR 9MM EA
2677-10-000 MOSQUITO FCPS STR EA
2677-12-000 MOSQUITO FCPS CVD EA
2678-00 000 TISSUE FCPS EA * *
2684-00-000 BROWN ADSON FCPS EA
2685-10-000 ADSON FCPS 1X2 TEETH EA
2685-12-000 ADSON FCPS HOR SER EA
2732-00-000 RANEY CLIPS, DZ EA
2733-00-000 RANEY CLIP FCPS EA
2735-10-000 PK/6 GIGLI SAW 12 IN PK
2735-12-000 PK/6 GIGLI SAW 20 IN PK
2735-14-000 PK/6 GIGLI SAW 30 IN PK
2735-16-000 GIGLI SAW HNDL, PR EA
2736-00-000 RANEY GIGLI ASW GUIDE EA
2752-10-000 DEPUY SC BABY METZ 4 1/2 STR EA
2752-12-000 DEPUY SC BABY METZ 4 1/2 CVD EA
2753-10-000 DEPUY SC METZ 6IN CVD EA
2753-12-000 DEPUY SC METZ 7IN CVD EA
2753-14-000 DEPUY SC METZ 8IN CVD EA
2753-16-000 DEPUY SC METZ 9IN CVD EA
2753-18-000 DEPUY SC METZ 11IN CVD EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2754-10-000 DEPUY SC MAYO 5 1/2IN STR EA
2754-12-000 DEPUY SC MAYO 5 1/2IN CVD EA
2754-14-000 DEPUY SC MAYO 6 3/4IN STR EA
2754-16-000 DEPUY SC MAYO 6 3/4IN CVD EA
2754-18-000 DEPUY SC MAYO 9IN STR EA
2754-20-000 DEPUY SC MAYO 9IN CVD EA
2754-22-000 DEPUY SC MAYO 11IN CVD EA
2755-10-000 DEPUY SC STEVENS TENO 5IN STR EA
2755-12-000 DEPUY SC STEVENS TENO 5IN CVD EA
2755-20-000 DEPUY SC JAMISON 6 1/4 CVD DEL EA
2756-10-000 DEPUY SC IRIS 4 1/2IN STR EA
2756-12-000 DEPUY SC IRIS 4 1/2IN CVD EA
2757-10-000 DEPUY SC OPERATING 5 1/2 STR EA
2757-12-000 DEPUY SC OPERATING 5 1/2 CVD EA
2758-10-000 SUPER CUT LISTER BDG 5 1/2 EA
2758-12-000 SUPER CUT LISTER BDG 7 1/2 EA
2761-00-000 WMS SPLINTEER FCPS EA * *
2764-10-000 STICH SCISSORS EA
2764-12-000 STICH SCISSORS CVD EA
2767-10-000 WIRE CT SCISSORS EA
2767-12-000 WIRE CT SCS W/CARBIDE EA
2768-00-000 HI LEVEL BAND SCISSORS EA
2769-10-000 BABDAGE SCS 4-1/2 EA
2769-12-000 BABDAGE SCS 5-1/2 EA
2769-14-000 BABDAGE SCS 7-1/2 EA
2771-00-000 UTILITY SCISSORS EA
2772-10-000 NASAL SCISSORS STR EA
2772-12-000 NASAL SCISSORS CVD EA
2773-00-000 NAIL NIPPERS EA
2775-00-000 RING CUTTER W/BLADE EA
2775-10-000 RING CUTTER BLADE EA
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2776-00-000 WARTENBERG PINWHEEL EA
2782-00-000 DEEP STITCH SCISSORS EA
2787-00-000 NEEDLE NOSE PLIER 6IN EA
2788-00-000 FLAT POINT PLIER EA
2788-12-000 DBL ACT PLIER T/C 2MM JAW WDTH EA
2789-00-000 UNIVERSAL SCISSOR EA
2789-10-000 LISTER STYLE UNIV SCISSOR EA
2789-12-000 NURSES OR SCISSOR EA
2801-10-000 SENN DBL END RETR SHARP EA
2801-12-000 SENN DBL END RETR BLUNT EA
2803-00-000 RAGNELL RETRACTOR EA
2804-10-000 FINGER RETR,2 PR EA
2804-12-000 FLEXIBLE FINGER RETR,3 PR EA * *
2805-10-000 MEYERDING FINGER RETR 1 EA
2805-12-000 MEYERDING FINGER RETR 2 EA
2805-14-000 MEYERDING FINGER RETR 3C EA
2805-16-000 MEYERDING FINGER RETR 4D EA
2805-18-000 MEYERDING FINGER RETR 5 EA
2805-20-000 MEYERDING FINGER RETR 6F EA
2808-00-000 PAULSON KNEE RETRACTOR EA
2825-00-000 FELT CUTTER EA
2826-00-000 BRUNS SHEAR EA
2827-00-000 ESMARCH SHEARS EA
2828-00-000 PLASTER EDGER EA
2830-00-000 CAST KNIFE W/BLADE EA
2830-10-000 CAST BLADE EA
2832-00-000 OFFICE CAST SPREADER EA
2832-01-000 HOSPITAL CAST SPREADER EA
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2834-00-000 HENNINGS PLAS SPDR EA
2836-00-000 ORTHO TAPE MEASURE EA
2841-12-000 SET/3 VELCRO STRAPS EA
2903-06-000 DRILL GUIDE 1/8 IN EA
2903-08-000 DRILL GUIDE 3H/1 HOLE 2.0MM EA
2903-12-000 THRD DRILL GUIDE 4.5MM EA
2903-17-000 3.5/2.5 DRILL SLEEVE EA
2903-18-000 4.5/3.2 DRILL SLEEVE EA
2903-19-000 3.5/2.0 DRILL SLEEVE EA
2903-24-000 DRILL GUIDE 1.1/1.5 EA
2903-25-000 2.5 DRILL BIT EA
2903-26-000 DRILL BIT 2.7MM EA
2903-28-000 DRILL BIT 3.5MM EA
2903-29-000 DRILL BIT 1.5MM EA
2903-30-000 DRILL BIT 2.0MM EA
2903-32-000 DRILL BIT 3.2MM EA
2903-33-000 TAP 1.5 EA
2903-36-000 DRILL BIT 4.5MM EA
2903-37-000 DRILL BIT 1.1MM EA
2903-40-000 QUICK COUPLING TAP 2.0MM EA * *
2903-41-000 QUICK COUPLING TAP 2.7MM EA
2903-42-000 QUICK COUPLING TAP 3.5 STD THD EA
2903-44-000 MALLEOLAR COUNTERSINK EA
2903-53-000 QUICK COUPLING TAP 3.5 FN THD EA
2903-54-000 QUICK COUPLING TAP 4.5 SHORT EA
2903-56-000 QUICK COUPLING TAP 4.5 LONG EA
2903-59-000 QUICK COUPLING TAP 6.5 MM EA
2903-60-000 TAP HANDLE EA
2903-62-000 3.5/2.7 DRILL GUIDE/TAP SLEEVE EA
2903-63-000 POINTED DRILL GUIDE/TAP EA
2903-64-000 TAP/DRILL GUIDE 4.5MM EA
2903-65-000 TAP GUIDE 6.5MM EA
2903-66-000 COUNTERSINK LG EA
2903-67-000 QUICK CPL SCRDR MININ HX W/HLDR EA
2903-70-000 HEX HEAD SCREW DRIVER EA
2903-71-000 SM HEX HD SCRDRIVER W/SCR HLDR EA
2903-73-000 SHARP HOOK EA
2903-75-000 REVERS THR SCR REMOVER 4.5/6.5 EA
2903-76-000 SCREW DEPTH GUAGE LG EA
2903-78-000 SCREW EXTRACTING FORCEP EA
2903-79-000 SCREW REMOVER 2.7/3.5/4.0 EA
2903-85-000 QUICK COUPLE SCR-DRIVER LG HEX EA
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2903-87-000 SPANNER WRENCH EA
2903-91-000 QUICK COUPLE SCRDRIVER SM HEX EA
2903-93-000 COMPRESSION DEVICE EA
2903-95-000 FIXATION PIN EA
2903-97-000 RATCHET SPANNER EA
2903-98-000 MINI HNDL QUICK COUPLE EA
2904-32-000 WIRE GUIDE EA
2904-34-000 WIRE TIGHTENER EA
2904-41-000 BONE HOLDING FORCEP 6IN EA
2904-43-000 VERBRUGGE FORCEP 7.5 IN EA
2904-45-000 VERBRUGGE FORCEP 9.5 IN EA
2904-47-000 VERBRUGGE FORCEP 10.25IN EA
2904-48-000 BONE HOLDING FORCEP 200MM EA
2904-49-000 VERBRUGGE FORCEP 11 IN EA
2904-50-000 BONE HOLDING FORCEP 160MM EA
2904-71-000 BENDING IRON SM PLATE 3.5/2.7 EA
2904-72-000 BEND PRESS EA
2904-73-000 BENDING IRON SM PLATE 2.7/3.5 EA
2904-74-000 BENDING IRON EA
2904-76-000 BENDING PLIERS EA
2904-83-000 MINI COUNTERSINK EA
2904-87-000 SMALL COUNTERSINK EA * *
2904-88-000 BEND IRON FOR SMALL PLATES EA
2904-89-000 RASP SQ BLADE CVD EA
2904-91-000 RASP SPADE END ST EA
2904-93-000 RASP SPADE END CVD EA
2904-94-000 BENDING ROD FOR K-WIRES EA
2905-44-000 SCREW DEPTH GAUGE SM EA
2905-45-000 DRILL TEMPLATE/NARROW EA
2905-46-000 SM PLATE HOLDING FORCEPS EA
2905-47-000 DRILL TEMPLATE/BROAD EA
2905-49-000 POINTED BONE HOLDING FORCEPS EA
2905-50-000 NEUTRAL/LOAD DUO DRILL GD 2.7 EA
2905-52-000 NEUTRAL/LOAD DUO DRILL GD 4.5 EA
2905-53-000 NEUTRAL/LOAD DUO DRL 3.5 F THD EA
2905-69-000 SCREW FORCEPS EA
2905-73-000 SCREW DEPTH GAUGE MINI EA
2905-74-000 BROAD PLATE TEMPLATE SH EA
2905-85-000 3.5 PLATE BEND TEMPLATE 4H EA
2905-86-000 3.5 PLATE BEND TEMPLATE 7H EA
2905-87-000 3.5 PLATE BEND TEMPLATE 10H EA
2907-00-000 SM FRACTURE FRAG REDUC INST EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
FRACTURE MANAGEMENT * %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2907-02-000 LG FRACTURE FRAG REDUC INST EA
2907-06-000 3.5 RECONSTRUCT PLT BEND IRONS PR
2920-00-000 REFINE FUSION SYSTEM SE
2920-02-000 CONCAVE REAMER 8MM EA
2920-04-000 CONCAVE REAMER 12MM EA
2920-06-000 CONCAVE REAMER 18MM EA
2920-08-000 CONVEX REAMER 6MM EA
2920-10-000 CONVEX REAMER 8MM EA
2920-12-000 CONVEX REAMER 10MM EA
2920-14-000 CONVEX REAMER 12MM EA
2920-16-000 CONVEX REAMER 16MM EA
2920-18-000 QUICK COUPLE HANDLE EA
2920-20-000 STERILIZATION CASE EA
5600-16-000 WIRE GUIDE .028 BX6 BX
5600-17-000 WIRE GUIDE .035 BX6 BX
5600-18-000 WIRE GUIDE .045 BX6 BX
5600-19-000 WIRE GUIDE .062 BX6 BX
5600-20-000 K WIRE & GUIDE 5.5X.028 BX/6 BX
5600-21-000 K WIRE & GUIDE 5.5X.035 BX/6 BX
5600-22-000 K WIRE & GUIDE 5.5X.045 BX/6 BX
5600-23-000 K WIRE & GUIDE 5.5X.062 BX/6 BX * *
5600-54-000 SPLASH SHIELD 6IN BX6 BX
5600-55-000 SPLASH SHIELD 4IN BX6 BX
5600-56-000 SINGLE ORIF NOZ 4IN BX6 BX
5600-57-000 SHOW HEAD NOZ ST 4IN BX6 BX
5600-58-000 FEMORAL NOZ 9IN BX6 BX
5600-59-000 SHOW HEAD NOZ ANG 4IN BX6 BX
5600-60-000 FEMORAL NOZ 12IN BX6 BX
5600-61-000 SPLASH SHIELD 2IN CONE BX6 BX
5600-62-000 FEMORAL NOZ PROX SPRAY 9IN BX6 BX
5600-63-000 FEMORAL NOZ PROX SPRAY 12 BX6 BX
5600-64-000 TUBING SET BX6 BX
5600-65-000 SUCT ATTACH ANG 6IN BX6 BX
5600-66-000 SUCT ATTACH ST 6IN BX6 BX
5600-67-000 SUCT ATTATCH FEM 12IN BX6 BX
5600-68-000 GEN PURP TUB/NOZ SET BX6 BX
5600-69-000 TOT HIP TUB/NOZ SET BX6 BX
5600-70-000 TOT KNEE TUB/NOZ SET BX6 BX
5602-24-000 MCGAW BOTTLE ADAPT BX6 BX
5602-50-000 BUR GUARD LNG MICRO DRILL EA
5602-51-000 BUR GUARD EX LNG MICRO DRILL EA
5602-52-000 NOSE SHIELD MICRO DRILL BX10 BX
- -------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
FRACTURE MANAGEMENT * %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5602-57-000 SAG SAW BL ST 12MM EA
5602-58-000 SAG SAW BL ST 7MM EA
5602-59-000 SAG SAW BL ST 4MM EA
5602-60-000 SAG SAW BL 45 DEG ANG 4MM EA
5602-61-000 SAG SAW BL 45 DEG ANG 8MM EA
5602-62-000 SAG SAW BL 50 DEG ANG 10MM EA
5602-63-000 SAG SAW BL 70 DEG BENT 10MM EA
5602-64-000 SAG SAW BL 70 DEG BENT SHORT EA
5602-65-000 SAG SAW BL 70 DEG BENT RND EA
5602-66-000 SAG SAW BL ST 12MM EA
5602-67-000 SAG SAW BL 45 DEG AND 7.5MM EA
5602-68-000 SAG SAW BL 45 DEG AND 6MM EA
5602-69-000 SAG SAW BL ST 9MM EA
5602-70-000 SAG SAW BL ST 7MM EA
5602-75-000 RECIP BL MEDIUM 25MM EA
5602-76-000 RECIP BL LONG 38MM EA
5602-77-000 RECIP BL EXTEND 12MM EA
5602-78-000 RECIP BL EXTEND 12MM EA
5602-79-000 RECIP BL VERTICAL OSTEOTOMY EA
5602-81-000 RECIP BL GENIOPLASTY 38MM EA
5603-09-000 OS BL MED 10X12MM DEEP CT EA
5603-10-000 OS BL 25 BENT 10X11MM DEEP CT EA * *
5603-11-000 OS BL LNG 12X16MM DEEP CT EA
5603-12-000 OS BL RND 10X12MM DEEP CT EA
5603-13-000 OS BL 25 BENT 10X11MM DEEP CT EA
5603-14-000 OS BL ST 10X10MM DEEP CT EA
5603-15-000 OS BL 25 BENT 10X9MM DEEP CT EA
5603-16-000 OS BL 25 BENT 10X10MM DEEP CT EA
5603-17-000 OS BL 25 BENT 9X6MM DEEP CT EA
5603-27-000 RASP TEAR CROSSCUT EA
5603-28-000 RASP COTTLE EA
5603-29-000 RASP RIORDAN EA
5603-30-000 ZIM REPL SM STRAIGHT RASP EA
5603-31-000 ZIM REPL LG STRAIGHT RASP EA
5603-32-000 ZIM REPL SM CROSS CUT RASP EA
5603-33-000 ZIM REPL LG CROSS CUT RASP EA
5603-34-000 ZIM REPL SM INTRAMED RASP EA
5603-35-000 ZIM REPL LG INTRAMED RASP EA
5603-81-000 SHORT LATCH BURR STR 2MM EA
5603-83-000 SHORT LATCH BURR TAPER 1MM EA
5604-36-000 TWIST DRILL 1MM EA
5604-37-000 TWIST DRILL 1.5MM EA
5604-38-000 TWIST DRILL 2MM EA
- ------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5604-39-000 TWIST DRILL 2.7MM EA
5604-40-000 TWIST DRILL 3.2MM EA
5604-41-000 TWIST DRILL 3.5MM EA
5604-42-000 TWIST DRILL 1.5MM-MIC WR DRIV EA
5604-43-000 TWIST DRILL 2MM-MIC WR DRIV EA
5604-44-000 TWIST DRILL 2.7MM-MIC WR DRIV EA
5604-45-000 AOSYNTH TWIST DRILL .039X2.36 EA
5604-46-000 AOSYNTH TWIST DRILL .059X3.35 EA
5604-47-000 AOSYNTH TWIST DRILL .059X4.33 EA
5604-48-000 AOSYNTH TWIST DRILL .079X3.94 EA
5604-49-000 AOSYNTH TWIST DRILL .079X4.92 EA
5604-50-000 AOSYNTH TWIST DRILL .098X4.33 EA
5604-51-000 AOSYNTH TWIST DRILL .106X3.94 EA
5604-52-000 AOSYNTH TWIST DRILL .106X4.92 EA
5604-53-000 AOSYNTH TWIST DRILL .126X7.68 EA
5604-54-000 AOSYNTH TWIST DRILL .126X4.92 EA
5604-55-000 AOSYNTH TWIST DRILL .138X4.33 EA
5604-56-000 AOSYNTH TWIST DRILL .138X7.68 EA
5604-57-000 AOSYNTH TWIST DRILL .177X5.71 EA
5604-58-000 AOSYNTH TWIST DRILL .177X7.68 EA
5604-59-000 AOSYNTH TWIST DRILL .236X7.68 EA
5604-60-000 ZIM REPL TWIST DRILL 1/16X5 EA * *
5604-61-000 ZIM REPL TWIST DRILL 5/64X5 EA
5604-62-000 ZIM REPL TWIST DRILL 3/32X5 EA
5604-63-000 ZIM REPL TWIST DRILL 7/64X5 EA
5604-64-000 ZIM REPL TWIST DRILL 1/8X5 EA
5604-65-000 STD TWIST DRILL .25X5IN EA
5604-66-000 STD TWIST DRILL 9/64X5 IN EA
5604-67-000 STD TWIST DRILL 5/32X5 IN EA
5604-68-000 STD TWIST DRILL 11/64X5 IN EA
5604-69-000 STD TWIST DRILL 3/16X5 IN EA
5605-01-000 AESC REP STERNUM BLADE-GB135 EA
5605-02-000 COL REPL WIRE PLASS DRL 261247 EA
5605-03-000 COD REPL STERN BLADE EA
5605-04-000 DYONICS TOT KNEE OSTEO BLA.050 EA
5605-15-000 STRY REPL BAR BUR 6MM 14 FLUT EA
5605-16-000 STRY REPL EGG BUR 4MM 10 FLUT EA
5605-17-000 STRY REPL EGG BUR 6MM 10 FLUT EA
5605-18-000 STRY REPL PEAR BUR 6MM 14 FLUT EA
5605-19-000 STRY REPL RND BUR 8MM EA
5605-20-000 STRY REPL BUD BUR 7MM EA
5605-21-000 STRY FLAM BUR 1.6MM 6 FLUT EA
5605-22-000 STRY REPL RUN BUR 1.6MM 6 FLUT EA
5605-23-000 STRY REPL RND BUR 2.3MM 8 FLUT EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
FRACTURE MANAGEMENT * %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5605-24-000 STRY REPL RND BUR 3.1MM 10FLUT EA
5605-25-000 STRY REPL RND BUR 4MM 12FLUT EA
5605-26-000 STRY REPL RND BUR 4.7MM 12FLUT EA
5605-27-000 STRY REPL RND BUR 6MM 16FLUT EA
5605-28-000 STRY REPL RND BUR 7MM 14FLUT EA
5605-29-000 STRY REPL WR PASS DR 1MM EA
5605-30-000 STRY REPL WR PASS DR 1.2MM EA
5605-31-000 STRY REPL WR PASS DR 1.5MM EA
5605-32-000 STRY REPL WR PASS DR 1.9MM EA
5605-33-000 STRY REPL FISSURE BUR 3.2MM EA
5605-34-000 STRY REPL SER BONE DR 2.3MM EA
5605-35-000 STRY REPL LINDEMAN DR 1.5MM EA
5605-36-000 STRY REPL DRILL 1.5MM EA
5605-37-000 STRY REPL DRILL 2.7MM EA
5605-38-000 STRY REPL TOP SIDE CUT DR2.3MM EA
5605-39-000 STRY REPL SWANS PIL PT BUR 2MM EA
5605-40-000 STRY REPL SWANS PIL PT BUR 3MM EA
5605-41-000 STRY REPL SWANS PIL PT BUR 4MM EA
5605-43-000 STRY REPL SIDE CUT BUR 2MM EA
5605-44-000 STRY REPL BAR BUR 6MM 14FLUT EA
5605-45-000 STRY REPL EGG BUR 6MM 14FLUT EA
5605-46-000 STRY REPL PEAR BUR 6MM 14FLUT EA
5605-47-000 STRY REPL RND BUR 6MM 15FLUT EA * *
5605-48-000 STRY REPL RND BUR 7MM 14FLUT EA
5605-49-000 STRY REPL EGG BUR 4MM 10FLUT EA
5605-50-000 ROUND SS OTOLOGY BUR EA
5605-51-000 ROUND SS OTOLOGY BUR EA
5605-52-000 STRY REPL RND BAY BUR 2MM EA
5605-53-000 STRY REPL RND BAY BUR 2.5MM EA
5605-54-000 STRY REPL RND BAY BUR 3MM EA
5605-55-000 STRY REPL RND BAY BUR 3.5MM EA
5605-56-000 STRY REPL RND BAY BUR 4MM EA
5605-57-000 STRY REPL RND BAY BUR 4.5MM EA
5605-58-000 STRY REPL RND BAY BUR 5MM EA
5605-59-000 STRY REPL RND BUR 2.4MM 6FLUT EA
5605-60-000 STRY REPL RND BUR 3.2MM 6FLUT EA
5605-61-000 STRY REPL RND BUR 4MM 6FLUT EA
5605-62-000 STRY REPL RND BUR 4MM 8FLUT EA
5605-63-000 STRY REPL RND BUR 4.8MM 6FLUT EA
5605-64-000 STRY REPL RND BUR 4.8MM 8FLUT EA
5605-65-000 STRY REPL RND BUR 5.5MM 8FLUT EA
5605-66-000 STRY REPL RND BUR 6.3MM 8FLUT EA
5605-67-000 STRY REPL RND BUR 7.1MM 8FLUT EA
5605-68-000 STRY REPL RND BUR 1MM 12FLUT EA
5605-69-000 STRY REPL RND BUR 1.5MM 16FLUT EA
- -------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
FRACTURE MANAGEMENT * %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5605-70-000 STRY REPL RND BUR 2MM 18FLUT EA
5605-71-000 STRY REPL RND BUR 2.3MM 20FLUT EA
5605-72-000 STRY REPL RND BUR 3MM 20FLUT EA
5605-73-000 STRY REPL RND BUR 4MM 25FLUT EA
5605-74-000 STRY REPL RND CAR BUR 2.3MM EA
5605-75-000 STRY REPL SIDE CUT CAR BUR 1.6 EA
5605-76-000 STRY REPL SIDE CUT CAR BUR 1.2 EA
5605-77-000 STRY REPL SIDE CUT CAR BUR 1.6 EA
5605-78-000 STRY REPL SIDE CUT CAR BUR 2.1 EA
5605-79-000 STRY REPL RND CAR BUR 1.8MM EA
5605-81-000 STRY REPL END CUT CAR BUR 1.2 EA
5606-01-000 STRY REPL 1104 SM OSCIL BLADE EA
5606-02-000 STRY REPL 1102 SM OSCIL BLADE EA
5606-03-000 STRY REPL 1116 SM OSCIL BLADE EA
5606-04-000 STRY REPL 1114 SM OSCIL BLADE EA
5606-05-000 STRY REPL 1100 SEC OSCIL BLADE EA
5606-06-000 STRY REPL 1101 SEC OSCIL BLADE EA
5606-07-000 STRY REPL 1106 SEC OSCIL BLADE EA
5606-08-000 STRY REPL SPIN COL OSCIL BLADE EA
5606-09-000 STRY REPL SM OSCIL MAND RND LG EA
5606-10-000 STRY REPL SM OSCIL MAND RND SM EA
5606-11-000 STRY REPL LG OSCIL WI .025 EA
5606-12-000 STRY REPL 277-31-101 SM OSCIL EA * *
5606-13-000 STRY REPL 277-31-102 SM OSCIL EA
5606-14-000 STRY REPL 277-31-103 SM OSCIL EA
5606-15-000 STRY REPL 277-31-104 SM OSCIL EA
5606-16-000 STRY REPL LG OS EX KNEE .035 EA
5606-17-000 STRY REPL LG OSCIL RL WI .035 EA
5606-18-000 STRY REPL LG OSCIL BL WI .050 EA
5606-19-000 STRY REPL LG OSCIL BL MD .032 EA
5606-20-000 STRY REPL LG OSCIL BL MD .025 EA
5606-21-000 STRY REPL 27788125 LG OS STERN EA
5606-22-000 STRY REPL 27788137 LG OS STERN EA
5606-23-000 STRY REPL 27788140 LG OSCIL EA
5606-24-000 STRY REPL 27788145 LG OSCIL EA
5606-25-000 STRY REPL 27788150 LG OSCIL EA
5606-26-000 STRY REPL 27788155 LG OSCIL EA
5606-27-000 STRY REPL 27788156 LG OSCIL EA
5606-28-000 STRY REPL 27788160 LG OSCIL EA
5606-29-000 STRY REPL 27788175 LG OSCIL EA
5606-30-000 LG OSCIL KNEE BLD 4X.035 THI EA
5606-31-000 LG OSCIL BL 4X.050 THI EA
5606-32-000 LG OSCIL BL 4X.025 EX WIDE EA
5606-33-000 LG OSCIL STER BL .025 THI EA
- -------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5606-36-000 LG OSCI KNEE BL .035 THI EA
5606-37-000 STRY REPL 27731410 SM OSCIL EA
5606-38-000 STRY REPL 27731411 SM OSCIL EA
5606-39-000 STRY REPL 27731412 SM OSCIL EA
5606-40-000 STRY REPL 27731413 SM OSCIL EA
5606-41-000 STRY REPL 27731414 SM OSCIL EA
5606-42-000 STRY REPL 27731415 SM CRES OS EA
5606-43-000 STRY REPL 27731416 SM CRES OS EA
5606-44-000 STRY REPL 2773132 SM CRES OS EA
5606-45-000 STRY REPL 2773132 SM MANDIB OS EA
5606-46-000 STRY REPL 2773133 SM ILAC CR EA
5606-47-000 STRY REPL 2773134 SM MANDIB OS EA
5606-48-000 STRY REPL 2773150 SM MANDIB OS EA
5606-49-000 STRY REPL 2773152 SM MANDIB OS EA
5606-50-000 STRY REPL 1675111 SM RECIP R/E EA
5606-51-000 STRY REPL 1675106 SM RECIP R/E EA
5606-52-000 STRY REPL 1675121 SM RECIP EA
5606-53-000 STRY REPL 1675111 SM RECIP EA
5606-54-000 STRY REPL 1675123 SM RECIP EA
5606-55-000 STRY REPL SM RECIP R-PLASTY EA
5606-56-000 STRY REPL 167512 SM RECIP EA * *
5606-57-000 STRY REPL 27787100 SM RECIP EA
5606-58-000 STRY REPL 29897100 SM RECIP EA
5606-59-000 STRY REPL 27796250 LG RECIP EA
5606-60-000 STRY REPL 27796300 LG RECIP EA
5606-61-000 STRY REPL 27796325 LG RECIP EA
5606-66-000 ZIM REPL WR PS DR 1MM EA
5606-67-000 ZIM REPL WR PS DR 1.5MM EA
5606-83-000 STRY REPL SM SAG BLANG EA
5606-84-000 STRY REPL SM SAG RL ST EA
5607-01-000 ZIM REPL RND HEAD BUR 2.3MM EA
5607-02-000 ZIM REPL SIDE CUT BUR 1.6MM EA
5607-03-000 SIDE CUT TAP BUR 1.2MM EA
5607-04-000 ZIM REPL SID CUT TAP BUR 1.6MM EA
5607-05-000 SIDE CUT TAP BUR 1.8MM EA
5607-06-000 ZIM REPL RND HEAD BUR 1.8MM EA
5607-07-000 ZIM REP RND END BUR 1.2MM EA
5607-08-000 ZIM REPL SID CUT CAR BUR 1.2MM EA
5607-09-000 SIDE/END CUT CAR BUR 0.5MM EA
5607-10-000 ZIM REPL SID CUT CAR BUR 1MM EA
5607-11-000 ZIM REPL MD SIDE CAR BUR 1.5MM EA
5607-12-000 MED SIDE CUT TOP CAR BUR 1MM EA
5607-13-000 ZIM REPL MD SIDE CAR BUR 1.5MM EA
5607-14-000 ZIM REPL MD SIDE CAR BUR 2MM EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5607-15-000 ZIM REPL MD LIND SS BUR 1.6MM EA
5607-16-000 ZIM REPL MD SIDE CAR BUR 2MM EA
5607-17-000 MED RAD CUT CAR BUR 1MM EA
5607-18-000 ZIM REPL MD RND CAR BUR 1.5MM EA
5607-19-000 ZIM REPL MD RND CAR BUR 2.0MM EA
5607-20-000 ZIM REPL MED RND CAT CUR 2.4MM EA
5607-21-000 ZIM REPL MED RND CUT CAR 3MM EA
5607-22-000 ZIM REPL MED RND CUT CAR 4MM EA
5607-23-000 ZIM REPL MED RND CUT CAR 5MM EA
5607-24-000 ZIM REPL MED RND CUT CAR 6.5MM EA
5607-25-000 ZIM REPL MED OV CUT CAR 4MM EA
5607-26-000 ZIM REPL MED OV CUT CAR 5.5MM EA
5607-27-000 ZIM REPL MED BAR CAR BUR 2MM EA
5607-28-000 ZIM REPL MED BAR CAR BUR 4MM EA
5607-29-000 ZIM REPL MED RND BAY BUR 2MM EA
5607-30-000 ZIM REPL MED RND BAY BUR 4MM EA
5607-31-000 ZIM REPL MED RND BAY BUR 6MM EA
5607-32-000 ZIM REPL MED OV BAY BUR 4MM EA
5607-33-000 ZIM REPL BAY DERMABRADER 4MM EA
5607-34-000 ZIM REPL BAY DERMABRADER 7MM EA
5607-35-000 ZIM REPL BAY DERMABRADER 12MM EA
5607-36-000 ZIM REPL BAY DERMABRADER 10MM EA * *
5607-37-000 BAY DERMABRADER 5MM EA
5607-38-000 LIND CAR BUR 1.5MM EA
5607-39-000 SHANNON 44 SS BUR 2.3MM EA
5607-40-000 LIND CAR BUR 1.5MM EA
5607-41-000 ZIM REPL LNG SD TAP BUR 1.7MM EA
5607-42-000 ZIM REPL LNG SD TAP BUR 1.5MM EA
5607-43-000 ZIM REPL LNG SD TAP BUR 2MM EA
5607-44-000 ZIM REPL LNG SD TAP BUR 2MM EA
5607-45-000 ZIM REPL LNG RND CAR BUR 1MM EA
5607-46-000 ZIM REPL LNG RND CAR BUR 1.5MM EA
5607-47-000 ZIM REPL LNG RND CAR BUR 2MM EA
5607-48-000 ZIM REPL LNG RND CAR BUR 3MM EA
5607-49-000 ZIM REPL LNG RND CAR BUR 4MM EA
5607-50-000 ZIM REPL LNG RND CAR BUR 5MM EA
5607-51-000 ZIM REPL LNG RND CAR BUR 6.5MM EA
5607-52-000 ZIM REPL LNG OV CAR BUR 4MM EA
5607-53-000 ZIM REPL LNG OV CAR BUR 5.5MM EA
5607-54-000 ZIM REPL LNG BAR CAR BUR 2MM EA
5607-55-000 ZIM REPL LNG BAR CAR BUR 4MM EA
5607-56-000 ZIM REPL LNG RND BAY BUR 2MM EA
5607-57-000 ZIM REPL LNG RND DMD BUR 3MM EA
5607-58-000 ZIM REPL LNG RND DMD BUR 4MM EA
5607-59-000 ZIM REPL LNG RND DMD BUR 5MM EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5607-60-000 ZIM REPL LNG RND DMD BUR 6MM EA
5607-61-000 ZIM REPL LNG OV DMD BUR 4MM EA
5607-63-000 Z LNG SD CUT TAP CAR BUR 2MM EA
5607-64-000 ZIM REPL X LNG RND CAR BUR 2MM EA
5607-65-000 X LNG RND CUT CAR BUR 3MM EA
5607-66-000 ZIM REPL X LNG RND CAR BUR 4MM EA
5607-67-000 ZIM REPL X LNG RND CAR BUR 5MM EA
5607-68-000 ZIM REPL X LNG OV CAR BUR 4MM EA
5607-69-000 ZIM REPL X LNG OV CAR BUR 5.5 EA
5607-70-000 ZIM REPL X LNG RND DMN BUR 2MM EA
5607-71-000 ZIM REPL X LNG RND DMN BUR 3MM EA
5607-72-000 ZIM REPL X LNG RND DMN BUR 5MM EA
5607-73-000 ZIM REPL SH SD CAR BUR 1MM EA
5607-74-000 ZIM REPL SH SD CAR BUR 1.5MM EA
5607-75-000 ZIM REPL SH SD CAR BUR 1.7MM EA
5607-76-000 ZIM REL SH SD CAR BUR 1.5MM EA
5607-77-000 ZIM REPL SH SD CAR BUR 2MM EA
5607-78-000 ZIM REPL SH RND CAR BUR 1MM EA
5607-79-000 ZIM REPL SH RND CAR BUR 1.5MM EA
5607-81-000 ZIM REPL SH RND CAR BUR 2MM EA
5607-84-000 ZIM REPL STERNUM BLADE EA
5607-85-000 ZIM REPL NEURO SPINAL BL EA * *
5607-86-000 ZIM REPL NEURO ST/FLT/BL EA
5607-87-000 ZIM REPL NEURO WR PASS DR EA
5607-88-000 ZIM REPL OSCILLATOR BL 5052550 EA
5607-89-000 ZIM REPL OSCILLATOR BL 5052551 EA
5607-90-000 ZIM REPL OSCILLATOR BL 5052552 EA
5607-91-000 ZIM REPL OSCILLATOR BL 5052553 EA
5607-92-000 ZIM REPL OSCILLATOR BL 5052554 EA
5607-93-000 OSCILLATOR BLADE .040ION EA
5607-94-000 ZIM REPL OSCILLATOR BL 5052555 EA
5607-95-000 OSCILLATOR BL FITS ZIM EA
5607-96-000 ZIM REPL SM OSC BL ST 5MM EA
5607-97-000 ZIM REPL SM OSC BL ST 10MM EA
5607-98-000 ZIM REPL SM OSC BL ST 5MM EA
5607-99-000 ZIM REPL SM OSC BL ST 10MM EA
5608-01-000 ZIM REPL SM OSC BL ST 5MM EA
5608-02-000 SM OSC BL ST 10MM EA
5608-03-000 ZIM REPL SM OSC BL 18MM EA
5608-04-000 SM OSC BL 18MM FITS ZIMMER EA
5608-05-000 ZIM REPL SM OSC BL BENT 5MM EA
5608-06-000 SM OSC BL FITS ZIMMER EA
5608-07-000 ZIM REPL SM OS BL 5053-69/269 EA
5608-08-000 ZIM REPL SM OSC BL CRESC 9MM EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5608-09-000 ZIM REPL SM OSC BL CRESC 13MM EA
5608-10-000 ZIM REPL SM OSC BL CRESC 18MM EA
5608-11-000 ZIM REPL SM OSC BL ST 10MM EA
5608-12-000 ZIM REPL AIR DRIV BL EA
5608-13-000 ZIM REPL STERNOTOMY BL EA
5608-14-000 ZIM REPL OSC EXT KNEE BL .050 EA
5608-15-000 OSC BL 19MM X 85MM DEEP CUT EA
5608-16-000 ZIM REPL OSC BL OPPOSED THT EA
5608-17-000 ZIM REPL OSC BL OPPOSED THT EA
5608-18-000 ZIM REPL OSC BL 19.5X71MM DP EA
5608-19-000 ZIM REPL SM OSC BL 10X28.5 DP EA
5608-20-000 ZIM REPL SM OSC BL CURV PROF EA
5608-21-000 SM OSC BL BENT 5.5MM FITS ZIM EA
5608-22-000 LG OSC BL EXT KNEE .035 THI EA
5608-23-000 SM OSC BENT 9.5MM FITS ZIM EA
5608-24-000 LG OSC BL EXT KNEE .035IN THI EA
5608-25-000 OSC BL 19.5X71MM DEEP CT EA
5608-26-000 ZIM REPL X LG OS BL EA
5608-28-000 SM RECIP BL FITS ZIM EA
5608-29-000 ZIM RPL SM RECP BL 5053-21/221 EA
5608-30-000 ZIM REPL STERN BL 5059-032 EA
5608-32-000 ZIM REPL SM RECIP BL 5053-050 EA * *
5608-33-000 ZIM REPL SM RECIP BL 5053-051 EA
5608-34-000 ZIM REPL SM RECIP BL 5053-052 EA
5608-35-000 ZIM REPL SM RECIP BL 5053-053 EA
5608-36-000 ZIM RPL LG RCIP BL 5052-58/258 EA
5608-37-000 ZIM RPL LG RCIP BL 5052-59/259 EA
5608-38-000 ZIM RPL RECIP BL 5052-60/260 EA
5608-39-000 ZIM RPL RECIP BL 5052-61/261 EA
5608-40-000 ZIM RPL RECIP BL 5052-73/273 EA
5608-41-000 ZIM RPL SM RCIP BL 5053-20/220 EA
5608-42-000 ZIM REPL BENT OSTEOTOMY BL EA
5608-43-000 ZIM REPL SM SAG BL FINE TOOTH EA
5608-44-000 SM SAG BL FINE TOOTH FITS ZIM EA
5608-45-000 SM SAG BL FINE TOOTH FITS ZIM EA
5608-46-000 SM SAG BL FINE TOOTH FITS ZIM EA
5608-47-000 ZIM REPL SM SAG BL COAR 505330 EA
5608-48-000 ZIM REPL SM SAG BL COAR 505331 EA
5608-49-000 ZIM REPL SM SAG BL COAR 505332 EA
5608-50-000 ZIM REPL SM SAG BL COAR 505333 EA
5608-51-000 ZIM REPL SM SAG BL COAR 505334 EA
5608-52-000 ZIM REPL SM SAG BL COAR 505335 EA
5608-53-000 ZIM REPL SM SAG BL COAR 505336 EA
5608-54-000 ZIM REPL SM SAG BL COAR 505337 EA
5608-55-000 ZIM REPL SM SAG BL FINE 505338 EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5608-56-000 ZIM REPL SM SAG BL FINE 505339 EA
5608-57-000 ZIM REPL SM SAG BL FINE 505340 EA
5608-58-000 ZIM REPL SM SAG BL FINE 505341 EA
5608-59-000 ZIM REPL SM SAG BL FINE 505342 EA
5608-60-000 ZIM REPL SM SAG CURV FINE -28 EA
5608-61-000 ZIM REPL SM SAG CURV FINE -29 EA
5608-62-000 ZIM REPL SWANS PIL PT REAM 2MM EA
5608-63-000 ZIM REPL SWANS PIL PT REAM 3MM EA
5608-64-000 ZIM REPL SWANS PIL PT REAM 4MM EA
5608-65-000 SWANS PIL PT REAM 5MM EA
5608-66-000 ZIM REPL WIRE PASS DRILL 1MM EA
5608-67-000 ZIM REPL WIRE PASS DRILL 1.5MM EA
5608-68-000 ZIM REPL WIRE PASS DRILL 2MM EA
5608-69-000 WIRE PASS DRILL EA
5608-90-000 ZIM STYLE BL .050 IN TH EA
5608-91-000 ZIM STYLE RIB BL .060 IN TH EA
5608-92-000 ZIM STYLE DMIND TTH BL .050 IN TH EA
5608-93-000 ZIM STYLE NARROW BL .050 TH EA
5609-01-000 ZIM REPL OSTEO BURR 5056-17 EA
5609-02-000 ZIM REPL OSTEO BURR 5056-18 EA
5609-03-000 ZIM REPL OSTEO BURR 5056-19 EA
5609-04-000 ZIM REPL OSTEO BURR 5056-25 EA * *
5609-05-000 ZIM REPL OSTEO BURR 5056-26 EA
5609-06-000 ZIM REPL OSTEO BURR 5056-27 EA
5609-07-000 ZIM REPL OSTEO BURR 5056-28 EA
5609-08-000 ZIM REPL OSTEO BURR 5056-40 EA
5609-09-000 ZIM REPL OSTEO BURR 5056-42 EA
5609-10-000 ZIM REPL OSTEO BURR 5056-44 EA
5609-11-000 ZIM REPL OSTEO BURR 5056-45 EA
5609-12-000 ZIM REPL OSTEO BURR 5056-46 EA
5609-13-000 ZIM REPL OSTEO BURR 5056-47 EA
5609-14-000 ZIM REPL OSTEO BURR 5056-48 EA
5609-15-000 ZIM REPL OSTEO BURR 5056-50 EA
5609-16-000 ZIM REPL OSTEO BURR 5056-52 EA
5609-17-000 ZIM REPL OSTEO BURR 5056-58 EA
5609-18-000 ZIM REPL OSTEO BURR 5056-59 EA
5609-19-000 ZIM REPL OSTEO BURR 5056-60 EA
5609-20-000 ZIM REPL OSTEO BURR 5056-61 EA
5609-21-000 ZIM REPL OSTEO BURR 5056-62 EA
5609-22-000 ZIM REPL OSTEO BURR 5056-58 EA
5609-23-000 ZIM REPL OSTEO BURR 5056-64 EA
5609-24-000 ZIM REPL OSTEO BURR 5056-65 EA
5609-25-000 ZIM REPL OSTEO BURR 5056-66 EA
5609-26-000 ZIM REPL OSTEO BURR 5056-80 EA
- ---------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5609-27-000 ZIM RPL OSTEO BURR 5056-81 EA
5609-28-000 ZIM RPL OSTEO BURR 5056-82 EA
5609-29-000 ZIM RPL OSTEO BURR 5056-83 EA
5609-30-000 ZIM RPL OSTEO BURR 5056-84 EA
5609-31-000 ZIM RPL OSTEO BURR 5056-85 EA
5609-32-000 ZIM RPL OSTEO BURR 5056-86 EA
5610-01-000 3M REPL NEURO BL C451 EA
5610-03-000 3M MAXI-DRIV REPL OS BL TOT KN EA
5610-04-000 3M MAXI-DRIV REPL OS BL TOT KN EA
5610-05-000 3M REPL OS BL L121 EA
5610-06-000 3M REPL OS BL L122 EA
5610-07-000 3M REPL OS BL L123 EA
5610-08-000 3M REPL OS BL L124 EA
5610-09-000 3M REPL OS BL L125 EA
5610-10-000 3M REPL OS BL L126 EA
5610-11-000 3M REPL OS BL L127 EA
5610-12-000 3M REPL OS BL L128 EA
5610-13-000 3M REPL OS BL L129 EA
5610-14-000 3M REPL OS BL L130 EA
5610-15-000 3M REPL OS BL L131 EA
5610-16-000 3M REPL OS BL L132 EA * *
5610-17-000 3M REPL OS BL L133 EA
5610-18-000 3M REPL OS BL L134 EA
5610-19-000 3M REPL OS BL L135 EA
5610-20-000 OS BL FITS 3M MAXI-DRIVER EA
5610-21-000 3M REPL OS BL L137 EA
5610-22-000 3M REPL OS BL L138 EA
5610-23-000 LG OS EX KNEE BL .035 IN THI EA
5610-24-000 LG OS EX KNEE BL .035 IN THI EA
5610-26-000 3M AIR DRIV REPL OSTEO D392 EA
5610-27-000 3M AIR DRIV REPL OSTEO D397 EA
5610-29-000 3M AIR DRIV REPL OSTEO D401 EA
5610-30-000 3M AIR DRIV REPL OSTEO D402 EA
5610-32-000 3M REPL RECIP BL P510 EA
5610-33-000 3M REPL RECIP BL P511 EA
5610-34-000 3M REPL RECIP BL P512 EA
5610-35-000 3M REPL RECIP BL P513 EA
5610-36-000 3M REPL SAG BL MINI DRIV K121 EA
5610-37-000 3M REPL SAG BL MINI DRIV K122 EA
5610-38-000 3M REPL SAG BL MINI DRIV K123 EA
5610-39-000 3M REPL SAG BL MINI DRIV K124 EA
5610-40-000 3M REPL SAG BL MINI DRIV K125 EA
5610-41-000 3M REPL SAG BL MINI DRIV K131 EA
5610-42-000 3M REPL SAG BL MINI DRIV K132 EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5610-43-000 3M REPL SAG BL MINI DRIV K133 EA
5610-44-000 3M REPL SAG BL MINI DRIV K134 EA
5610-45-000 3M REPL SAG BL MINI DRIV K135 EA
5610-54-000 OSC BL MAX DRIV DMND TTH .050 EA
5614-50-000 Z REPL CEBATOME BURR 5052-181 EA
5614-51-000 Z REPL CEBATOME BURR 5052-182 EA
5614-52-000 Z REPL CEBATOME BURR 5052-183 EA
5614-53-000 Z REPL CEBATOME BURR 5052-184 EA
5614-54-000 Z REPL CEBATOME BURR 5052-185 EA
5614-55-000 Z REPL CEBATOME BURR 5052-186 EA
5617-01-000 STRY RPL SM OSC BL 296-31-410 EA
5617-02-000 STRY RPL SM OSC BL 296-31-411 EA
5617-03-000 STRY RPL SM OSC BL 296-31-412 EA
5617-04-000 STRY RPL SM OSC BL 296-31-413 EA
5617-05-000 STRY RPL SM OSC BL 296-31-414 EA
5617-06-000 STRY RPL SM OSC BL 296-31-415 EA
5617-20-000 STRY RPL SM SAG BL 296-34-102 EA
5617-21-000 STRY RPL SM SAG BL 296-34-103 EA
5617-22-000 STRY RPL SM SAG BL 296-34-105 EA * *
5617-23-000 STRY RPL SM SAG BL 296-34-106 EA
5617-30-000 STRY RPL SM RECEP BL 296-37-11 EA
5617-31-000 STRY RPL SM RECEP BL 296-37-111 EA
5617-32-000 STRY RPL SM RECEP BL 296-37-12 EA
5617-33-000 STRY RPL SM RECEP BL 296-37-123 EA
5617-34-000 STRY RPL SM RECEP BL 296-37-133 EA
5625-01-000 AO/SYN REPL TAP 1.5MM 311.15 EA
5625-02-000 AO/SYN REPL TAP 2.0MM 311.19 EA
5625-03-000 AO/SYN REPL TAP 2.7MM 311.26 EA
5625-04-000 AO/SYN REPL TAP 3.5MM 311.32 EA
5625-05-000 AO/SYN REPL TAP 3.5MM 311.33 EA
5625-06-000 AO/SYN REPL TAP 3.5MM 311.34 EA
5625-07-000 AO/SYN REPL TAP 4.5MM 311.45 EA
5625-08-000 AO/SYN REPL TAP 4.5MM 311.48 EA
5626-01-000 DYONICS REPL OSC BL 3701 EA
5626-02-000 DYONICS REPL OSC BL 3702 EA
5626-03-000 DYONICS REPL OSC BL 3703 EA
5626-04-000 DYONICS REPL OSC BL 3704 EA
5626-05-000 DYONICS REPL OSC BL 3705 EA
5626-06-000 DYONICS REPL OSC BL 3706 EA
5626-22-000 ZIM REPL STERNUM BL 5059-023 EA
5626-30-000 3M REPL LG OSC BL 102-589 EA
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
6626-60-000 TAVA REPL BL 3/4 DMD-3M STYLE EA
6626-66-000 TAVA REPL BL 3/4 DMD OLD STYLE EA
6627-11-000 AMK BL 1IN DMD OLD STRY S EA
6627-12-000 AMK BL 1/2IN DMD OLD STRY S EA
6627-15-000 AMK BL 1IN DMD ZIM STYLE S EA
6627-16-000 AMK BL 1/2IN DMD ZIM STYLE S EA
6627-17-000 AMK BL 1IN DMD 3M STYLE S EA * *
6627-18-000 AMK BL 1/2IN DMD 3M STYLES S EA
6627-23-000 LCS BL 1IN NEW ZIM STERILE EA
6627-24-000 LCS BL 1/2IN NEW ZIM STERILE EA
6627-25-000 LCS BL 1IN AO STERILE EA
6627-26-000 LCS BL 1/2 IN AO STERILE EA
6627-29-000 AMK BL 1 IN AO STERILE EA
6627-30-000 AMK BL 1/2 IN AO STERILE EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
ACE TITANIUM
<PAGE>
ACE MEDICAL COMPANY COLUMBIA/HCA
FRACTURE MANAGEMENT
LETTER OF COMMITMENT
The undersigned Hospital, a participating COLUMBIA/HCA HEALTHCARE CORPORATION
facility hereby agrees to commit and obtain a *% compliance level of the total
contracted fracture management dollar potential.
CONTRACT PARTICIPATION
----------------------
*% COMPLIANCE LEVEL EQUALS $______________
Pricing will become effective upon receipt of this signed form in the ACE
office. The hospital and ACE Medical Company will conduct quarterly reviews of
this program. Failure to obtain the specified compliance level will result in
the loss of those pricing advantages provided in the pricing section of this
contract.
This form supersedes any and all previously declared group purchasing
memberships as well as any and all individual facility agreements with ACE
Medical Company.
Name of Facility _______________________________________________________________
(Please Print or Type)
City _____________________________ State __________________ Zip ________________
Name ___________________________________________ Title _________________________
Signature ______________________________________ Date __________________________
Local ACE Medical Company Distributor Signature ________________________________
PLEASE MAIL OR FAX TO:
DIRECTOR, CONTRACT SERVICES
ACE MEDICAL COMPANY
2260 E. EL SEGUNDO BLVD.
EL SEGUNDO, CA 90245
FAX: 310/615-0092
QUESTIONS, CALL TOLL FREE:
800/421-2871
THANK YOU! WE APPRECIATE YOUR SUPPORT.
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
ORDERING INFORMATION/RETURN GOODS POLICY
Orders may be placed by:
. Contacting your local representative (24-hour coverage)
. Calling the Main Office at (800) 421-2871
. Using FAX Number (310) 615-0092
. Mailing orders to: Ace Medical Company
2260 E. El Segundo Blvd.
El Segundo, CA 90245
TERMS
Net 30 Days
REMITTANCE ADDRESS
Ace Medical Company
P.O. Box 54630
Los Angeles, CA 90045-0630
FREIGHT
All products contained in this price list are F.O.B. destination for U.P.S.
Ground, Parcel Post and Regular Motor Freight. Special handling (i.e. Federal
Express, U.P.S. Blue, etc.) will be prepaid and added to the invoice.
RETURN GOODS POLICY
If you find it necessary to return product, for whatever reason, please contact
your local representative for instructions or call Customer Service toll free at
(800) 421-2871, or use the FAX number, (310) 615-0092. All returns are subject
to the following:
1. To expedite the return process, please contact your local sales
representative or Customer Service.
2. When returning items, please include the date of purchase and invoice
number on the packing list, and provide a written reason for the return.
Your local representative or Customer Service will authorize the return by
issuing a Returned Merchandise Authorization (RMA) number. The RMA number
must appear on the outside of the package(s) in which the merchandise is
returned.
3. A minimum 15%, up to a maximum of $100, handling charge may be assessed for
all contracted items returned. Sterile packaged items may be returned for
credit only if returned in the original unopened package.
4. Special or altered items cannot be returned for credit.
5. Product can only be returned for credit within 90 days of the invoice date.
6. Please notify your local representative or Customer Service to receive
credit for products which have either not been received or are damaged upon
receipt within 30 days of the invoice date.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
A10 Ball Joint EA
A11 Ball Joint w/Rod EA
A11083 Dual Purpose Wrench/Inserter EA
A11515 Pin Inserter EA
A11523 Drill Bit for 3mm Pins EA
A11524 Metal Sleeves for A4765 EA
A11525 Sheath and Trochar EA
A12 Reversed Ball Joint EA
A13 Articulation 8/8mm EA
A14 Articulation 8/5mm EA
A15 Long Compress/Distraction Bar EA
A16 Compression/Distraction Bar EA
A18/150 Aluminum - Connecting Rod (150mm) EA
A18/200 Aluminum - Connecting Rod (200mm) EA
A18/250 Aluminum - Connecting Rod (250mm) EA
A18/300 Aluminum - Connecting Rod (150mm) EA
A18/350 Aluminum - Connecting Rod (150mm) EA
A18/400 Aluminum - Connecting Rod (150mm) EA
A20 10-Hole Ball Joint EA
A4765 Guide for "C" series w/2 Sleeves EA
AA13 Karpman Split Articulation EA
AC-11514 10mm Wrench EA
AC10 Ball Joint EA
AC11 Ball Joint w/Rod EA * *
AC11088 Colles Frame w/o Pin Holders EA
AC11089 Ring Segment w/Rods EA
AC11091 Ring Segment w/Nuts EA
AC11094 Pin Holder EA
AC11095 Complete Colles Frame Assy. EA
AC13 Articulation EA
AC16 Adjustable Connecting Rod EA
AC3/100 Aluminum - Connecting Rod (100mm) EA
AC3/150 Aluminum - Connecting Rod (150mm) EA
AC3/200 Aluminum - Connecting Rod (200mm) EA
AC3/250 Aluminum - Connecting Rod (250mm) EA
AC3/300 Aluminum - Connecting Rod (300mm) EA
BS 150.50 Self-Drilling/Self-Tapping
4mm Half Pin - 150mm Len.,
50mm Th. EA
BS 180.50 Self-Drilling/Self-Tapping
4mm Half Pin - 180mm Len.,
50mm Th. EA
FA-10000-1 Short Connecting Rod - Aluminum EA
FA-10000-2 Medium Connecting Rod - Aluminum EA
FA-10000-3 Long Connecting Rod - Aluminum EA
FA-10027 Aluminum - 2/3 Ring, Small (6" dia.) EA
FA-10028 Aluminum - 1/3 Ring, Small (6" dia.) EA
FA-10029 Aluminum - 2/3 Ring, Medium (8" dia.) EA
- ------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FA-10030 Aluminum - 1/3 Ring. Medium (8" dia.) EA
FA-10031 Aluminum - 2/3 Ring. Large (10" dia.) EA
FA-10032 Aluminum - 1/3 Ring. Large (10" dia.) EA
FA-10054-2 90" Pin Holder Adaptor EA
FA-10355 1 Pin Holder - Aluminum EA
FA-10360 2 Pin Holder - Aluminum EA
FA-10365 3 Pin Holder - Aluminum EA
FC1 Soft Tissue Support EA
FF-10000-1 Short Connecting Rod - Titanium EA
FF-10000-2 Medium Connecting Rod - Titanium EA
FF-10000-3 Long Connecting Rod - Titanium EA
FF-10023 Ring Connectors EA
FF-10027 Ti. - 2/3 Ring, Small (6" dia.) EA
FF-10028 Ti. - 1/3 Ring, Small (6" dia.) EA
FF-10029 Ti. - 2/3 Ring, Medium (8" dia.) EA
FF-10030 Ti. - 1/3 Ring, Medium (8" dia.) EA
FF-10031 Ti. - 2/3 Ring, Large (10" dia.) EA
FF-10032 Ti. - 1/3 Ring, Large (10" dia.) EA
FF-10150.10 150mm Len., 10mm Th., Ti.
5mm Half Pin EA
FF-10155.15 155mm Len., 15mm Th., Ti.
5mm Half Pin EA
FF-10160.20 160mm Len., 20mm Th., Ti.
5mm Half Pin EA * *
FF-10165.25 165mm Len., 25mm Th., Ti.
5mm Half Pin EA
FF-10170.30 170mm Len., 30mm Th., Ti.
5mm Half Pin EA
FF-10175.35 175mm Len., 35mm Th., Ti.
5mm Half Pin EA
FF-10180.40 180mm Len., 40mm Th., Ti.
5mm Half Pin EA
FF-10185.45 185mm Len., 45mm Th., Ti.
5mm Half Pin EA
FF-10190.50 190mm Len., 50mm Th., Ti.
5mm Half Pin EA
FF-10200.60 200mm Len., 60 mm Th., Ti.
5mm Half Pin EA
FF-10210.70 210mm Len., 70mm Th., Ti.
5mm Half Pin EA
FF-10220.80 220mm Len., 80mm Th., Ti.
5mm Half Pin EA
FF-10355 1 Pin Holder - Titanium EA
FF-10360 2 Pin Holder - Titanium EA
FF-10365 3 Pin Holder - Titanium EA
FF-10502 Open End Wrench (10mm) EA
FF_10503 Drill Bit for 5mm Pins EA
FF-10504 Pin Inserter EA
- ------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FF.10507 Socket Wrench (10mm) EA
FF.10511 Universal Joint Positioner EA
FF.10516 Depth Gauge EA
FF.10525 Sheath & Trochar EA
FF.10535 Chuck 5mm-Long EA
FF.10536 Chuck 5mm-Short EA
(Hoffman Type w/8mm Shank)
FF.10549 Connecting Rod Ruler EA
FF.10551 Tip Caps (5mm) EA
FF.10600 Foot Support Bar EA
FF.10605 Adaptor Rod (8mm to Ring) EA
FF.10606 Adaptor Rod 90 (8mm to Ring) EA
FF.10610 Articulation EA
FF.10615 5mm Peg EA
FF.11250.40 250mm Len., 40mm Th., Ti.
5mm Transfixing Pin EA
FF.11250.50 250mm Len., 50mm Th., Ti.
5mm Transfixing Pin EA
FF.11300.60 300mm Len., 60mm Th., Ti.
5mm Transfixing Pin EA
FF.11300.70 300mm Len., 70mm Th., Ti.
5mm Transfixing Pin EA
FF10517 Tommy Bar (Not MRI
compataible EA
FS.10150.10 150mm Len., 10mm Th.,
SS 5mm Half Pin EA
FS.10155.15 155mm Len., 15mm Th.,
SS 5mm Half Pin EA
FS.10160.20 160mm Len., 20mm Th.,
SS 5mm Half Pin EA * *
FS.10165.25 165mm Len., 25mm Th.,
SS 5mm Half Pin EA
FS.10170.30 170mm Len., 30mm Th.,
SS 5mm Half Pin EA
FS.10175.35 175mm Len., 35mm Th.,
SS 5mm Half Pin EA
FS.10180.40 180mm Len., 40mm Th.,
SS 5mm Half Pin EA
FS.10185.45 185mm Len., 45mm Th.,
SS 5mm Half Pin EA
FS.10190.50 190mm Len., 50mm Th.,
SS 5mm Half Pin EA
FS.10200.60 200mm Len., 60mm Th.,
SS 5mm Half Pin EA
FS.10210.70 210mm Len., 70mm Th.,
SS 5mm Half Pin EA
FS.10220.80 220mm Len., 80mm Th.,
SS 5mm Half Pin EA
FS.11250.40 250mm Len., 40mm Th.,
SS 5mm Transfixing Pin EA
- -------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FS-11250.50 250mm Len., 50mm Th.,
SS 5mm Transfixing Pin EA
FS-11300.60 300mm Len., 60mm Th.,
SS 5mm Transfixing Pin EA
FS-11300.70 300mm Len., 70mm Th.,
SS 5mm Transfixing Pin EA
FT-1 Foot Support Pad EA
HJ560 Hershey Halo Jig EA
HJ560A Tong Adaptor for Hershey Halo Jig EA
PDG1 Guide & Stabilizing Sleeves EA
PDG4766 5mm Black Plastic Sleeves EA
S1 Guide EA
S110 Stop Clips EA
S2 Drill Brace EA
S25 Instrument Case w/Pin Tray EA
S250.50 Self-Drilling/Self-Tapping 4mm
Transfixing Pin/Continuous Th. -
250mm Len., 50mm Th. EA
S3 3mm Chuck EA
S3/85.15 SS - Pre-Drilled Half Pin -
Th. 3mm x 15mm EA
S3/90.20 SS - Pre-Drilled Half Pin -
Th. 3mm x 20mm EA
S3/95.25 SS - Pre-Drilled Half Pin -
Th. 3mm x 25mm EA * *
S4 4mm Chuck EA
S41 4mm Chuck Long EA
S5 T-Wrench EA
S51 Long T-Wrench EA
S9 Spanner Wrench EA
SC70.12 Self-Drilling/Self-Tapping Pin -
70mm Len., 12mm Th. EA
SC90.16 Self-Drilling/Self-Tapping Pin -
90mm Len., 16mm Th. EA
SCB120.21 Self-Drilling/Self-Tapping Pin -
Continuous Th. (21mm) EA
TC1 Tip Caps (4mm) EA
TC2 Tip Caps (3mm) EA
530 ACE Autoclavable Torque Screwdriver EA
545 Horizontal Bar EA
547 Upright w/Spade End EA
578 Open End 7/16" - 9/16" Combination
Wrench (Not MRI compatible) EA
586 Breakaway Bar EA
605 Deluxe Permanent Halo Bail w/Clips
(Replacement bolt is 621-4) EA
611 Titanium Lock Washer 5/8"
(for Tong Attachment to Halo Vest -
2 required) EA
- -----------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
622 Titanium End Washer 1/4" EA
633 Universal Joint EA
711 Trippi-Wells Tong EA
773 Halo Adjuster EA
816 Universal Tong Thumbscrew
(8 required) EA
820 Universal Tong with Outriggers
(assembled) EA
900 Soft Tissue Retractor Body
w/2 910-2 EA
920 Undercutting Curette EA
925 Vertebral Wedge EA
935 Gel Foam Packer EA
936 Market Needle EA
947 Handle EA
960 Sterilization Case EA
965 Depth Gauge EA
970 Locking Bolt for 14045 EA
975 Vertebral Body Spreader EA
1001 4.8/6.5mm Step Drill EA
1002 5.3mm Twist Drill EA
1003 Hook Depth Gauge EA
1004 Replaced by 1005 EA
1005 Guide Pin Depth Gauge EA
1019 End Cap EA * *
1029 Template, Reamer EA
1044 Jig Adaptor EA
1077 Ball Nose Guide Wire (3.0mmx38") EA
1095 Impactor Rod EA
1096 Hammer, Sliding (Impactor) EA
1097 Insertion Rod EA
1098 Extraction Rod EA
1124 Awl, Small EA
1125 Awl, Large EA
1127 Exchange Tube EA
1138 3.8mm Twist Drill 11" EA
1143 Interface Jig - Left EA
1144 Superior Bracket - Left EA
1146 Interface Jig - Right EA
1147 Superior Bracket - Right EA
1150 Replaced by 1420 EA
1175 Replaced by 1425 EA
1180 Replaced by 1255, 14316 EA
1182 Replaced by 1249 EA
1183 Replaced by 1249 EA
1184 Replaced by 1249 EA
1185 Replaced by 1186 EA
1186 3/4 in. Combo. Wrench EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1190 Freehand Distal Guide EA
1202 Freehand Distal Guide EA
1203 X-ray Template EA
1204 X-ray Template EA
1220 Replaced by 1442. 1443 EA
1221 Replaced by 1440. 1441 EA
1223 Nail Case EA
1225 Reduction Tool EA
1231 Locking Bolt EA
1232 Offset Impact Block EA
1234 Offset Impact Head EA
1245 Radiographic Ruler EA
1249 Flex Driver EA
1250 Hex Screwdriver EA
1253 5.3mm Drill EA
1254 4.5mm Screwdriver Shank EA
1255 6.5mm Screwdriver Shank EA
1260 Triple Sheath & Trochar (4.5) EA
1270 Guide Pin Depth Gauge (4.5) EA
1275 Replaced by 1289 EA
1280 Tubular Skin Protector EA
1285 3.8mm Cann. Reamer (4.5) EA
1289 Adjustable Hook Depth Gauge EA
1291 Guide Pin Grip EA
1311 Pin Lock with Set Screw EA * *
1314 90 degrees Upright Bar EA
1331 CPR Handle EA
1332 Horizontal Bar EA
1333 Titanium Skull Pin 3" (set of
5 - 1375-3.0) EA
1335 Tong Serration Adaptor
(to adapt Tong to Mark IV Halo
Vest - 2 required) EA
1360 Th.ed Clamp & Bracket Assembly EA
1361 Titanium Skull Pin 2 1/2"
(set of 5 - 1375-2.5) EA
1365 Trippi-Wells Pin Set
(set of 2 - 770 and 2 - 772) EA
1372 Single Use Wrench (MRI
compatible) EA
1373 Trippi-Wells App. Kit - One Size
Fits All
(Not for use on patients under 16) EA
1374 Univ. Tong App. Kit - One Size
Fits All
(Not for use on patients under 16) EA
1377 Measuring Tape EA
1410 Sheath, Long EA
1411 Trochar, Long EA
1412 3.2mm Pin Guide, Long EA
1413 4.8/6.5mm Step Drill Guide, Long EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1415 Sheath EA
1416 Trochar EA
1417 5.3mm Drill Guide EA
1420 Sheath System/Long
(1410, 1411, 1412, 1413) EA
1425 Sheath System (1415, 1416, 1417) EA
1440 Insertion/Extraction Instrument
Module EA
1441 Ancillary Instrument Module EA
1442 Antegrade and Distal Locking
Instrument Module EA
1443 Antegrade/Distal Screws and
End Cap Module EA
1444 Retrograde Instrument and Screw
Module EA
1471 Anterior Mayfield Adaptor EA
1472 Posterior Mayfield Adaptor EA
1473 Mayfield Tong Adaptor EA
1492 Mark IV Application Instructions EA
1493 Mark III Application Instructions EA
1494 Tong Application Instructions EA
1495 Ring Application Instructions EA
1500 Screw/Instrument Case EA
1501 Instrument Case EA * *
1502 Nail Case EA
1505 End Cap EA
1520 Proximal Jig EA
1526 4.4mm x 10.25in. Calibrated Twist
Drill EA
1530 Screw Guide, 5.5mm EA
1535 Drill Guide EA
1551 Jig Adaptor EA
1552 Extractor EA
1555 Slide Hammer EA
1559 Impactor Rod EA
1570 Depth Gauge EA
1720 Endcap, Flush EA
1721 Endcap, 1/2cm EA
1722 Endcap, 1 cm EA
1723 Endcap - flush, Midhole EA
1727 Sliding Hook Depth Gauge (4.5) EA
1731 2.9mm Calibrated Twist Drill EA
1735 Entry Reamer EA
1732 2.9mm Drill Guide EA
1746 4.5mm Countersink EA
1749 Hub Adaptor EA
1750 Hub Fastener EA
1751 Keyed Hub EA
1741 3.8 Calib. Twist Drill EA
- --------------------------------------------------------------------------------
</TABLE>
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1742 3.6/49mm Calib. Step Drill EA
1758 Screw Sheath. 4.5mm Screw EA
1759 Trochar EA
1761 3.8mm Drill Guide EA
1763 4.9mm Drill Sleeve EA
1772 Distal Jug EA
1775 Combination Jig EA
1778 Locking Knob EA
1796 Hammer. Sliding (Impactor) EA
1780 Screw Module EA
1781 Humeral Nail Module - 7mm Nails EA
1782 Humeral Nail Module - 8mm Nails EA
1783 Humeral Nail Module - 9mm Nails EA
1784 Humeral Nail Module - Misc.Diameters EA
1785 Screw Insertion Instrument Module EA
1786 Nail Insertion Instrument Module EA
1794 X-ray Template EA
1801 Screw Targeting Jig EA
1804 Jig Adaptor EA
1805 Solid End Cap EA
1809 Awl, pointed EA
1819 X-ray Template EA * *
1820 Instrument Module EA
1821 Nail/End Cap Module EA
1822 Screw/Drill Module EA
2501 Microsurgey Saw EA
2502 Console EA
2503 Foot Control EA
2504 Cord Assembly EA
5000 ACE Pelvic Frame - Includes: 2ea. 6004;
4 ea. 6009; 1 ea. 6001; 2ea FA10030.
Pins and instrumentation not included. EA
6001 Slatis Frame EA
6004 Johnston Frame Clamp EA
6009 Johnston Pin Holder EA
6030 8mm Rod, 300mm Len. EA
6045 8mm Rod, 450mm Len. EA
6081 Pelvic Stabilizer - Assembly EA
6072 Threaded Pin Holder EA
6075-1.0 Disposable Pin - Assembly (1.0mm) EA
6075-1.5 Disposable Pin - Assembly (1.5mm) EA
10019 Locking Nuts EA
10095 Spherical Nut and Washer EA
10280 Pin/Wire Module EA
10281 Ring/Pin Holder Module EA
10282 Connecting Rod Module EA
- -------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
10283 Miscellaneous Hardware Module EA
10410 Bending Tool EA
10419 PK/3 Olive Wire. 1.5mm
Nitrogen-Enhanced, Bayonet Point PK
10420 PK/3 Olive Wire. 1.8mm
Nitrogen-Enhanced, Bayonet Point PK
10466 Wire. 1.5mm
Nitrogen-Enhanced, Bayonet Point EA
10469 Wire. 1.8mm
Nitrogen-Enhanced, Bayonet Point EA
10470 Gap Gauge Assembly EA
10480 Distraction Assembly w/Bolt.
Calibrating EA
10485 Anchor Assembly w/Bolt. Calibrating EA
10490 Wire Tension Assembly, Calibrating
(includes: 1 ea. 10480:
1 ea 10485; 1 ea. 10469) EA
10492 2.5mm Spacer w/Bolt EA
10495 5.0mm Spacer w/Bolt EA
10735 Olive Wire Distractor w/ Allen Wrench
(includes: 1 ea. 10725; 1 ea. 10406) EA
10740 Universal Joint EA
10800 ACE Unifix Bar (10") EA * *
10801 ACE Unifix Pin Holder EA
10814 ACE Unifix Bar (14") EA
11037 10mm Jam Nut EA
14000 4 Hole Side Plate EA
14008 T-Wrench Inserter EA
14011 Extractor Lock EA
14015 Cann. Calibrated Tap EA
14016 Nonadjustable Step Drill EA
14017 Nut for Cortical Bone Screw EA
14020 Hex Screwdriver EA
14027 2 Hole Side Plate EA
14029 6 Hole Side Plate EA
14030 8 Hole Side Plate EA
14031 10 Hole Side Plate EA
14032 14 Hole Side Plate EA
14034 12 Hole Side Plate EA
14037 Impactor EA
14040 Neutral Drill Bit Positioner EA
14043 3.8mm Twist Drill EA
14045 Hook Depth Gauge EA
14052 Guide Pin Jig EA
14055 Compression Drill Positioner EA
14056 Cann. Adjustable Step Drill EA
14064 Component/Instrument Case
(non modular) EA
14082 Dye Injector EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14090 Adjustable Guide Pin Jig EA
14097 6.5 Flat Washer EA
14107 Nut Wrench EA
14112 Replaced by 14627 EA
14115 Guide Pin Depth Gauge EA
14126 Buttress Plate EA
14130 Cortical Trephine EA
14140 Cann. Trephine Set (Includes: 1 ea.
14140-1
1 ea. 14140-2: 1 14140-3) EA
14142 Guide Pin Gauge EA
14145 PK/6 300mm Len.- Cerclage Wire. Ti.
1.0mm Dia. (18 Gauge) PK
14146 PK/6 700mm Len.- Cerclage Wire. Ti
1.0mm Dia. (18 Gauge) PK
14160 T-Handle Inserter (Includes: 1 ea.
14161: ea. 14162) EA
14161 T-Handle Inserter EA
14162 Extractor EA
14170 Power Driver EA
14175 Sterilization Case EA
14191 8.0 Flat Washer EA
14232 K-Wire Depth Gauge EA
14234 Trochar Sheath Sleeve EA
14235 Outer Sheath EA
14260 Flat Washer EA
14261 Countersink Washer EA
14300 3.5/4.0mm System Sterilization
Case (non modular)* EA * *
14315 Power Adaptor EA
14316 T-Handle EA
14317 Pear-Handle EA
14320 Bending Iron EA
14321 Reduction Forceps EA
14322 Bone Holding Forceps EA
14324 Bending Pliers EA
14350 Drill and K-Wire Guide EA
14356 4.5mm Compression Drill Guide EA
14359 4.0mm Solid Screw Tray (non
modular) EA
14364 3.5mm Screw Holder Sleeve EA
14365 K-Wire Depth Gauge EA
14366 4.0mm Solid Canc. Screw Case
(non modular) EA
14390 3.5mm Universal Bending Plier EA
14392 3.5mm Universal Bending Iron EA
14393 3.5mm Jaw for 14390* EA
14413 2.9mm Drill Guide EA
14416 Hook Depth Gauge, 120mm Len. EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14420 2.6mm Twist Drill EA
14421 2.6mm Cann. Drill EA
14428 Easy Out Extractor EA
14430 3.6mm Twist Drill EA
14431 3.6mm Cann. Drill EA
14435 Sliding Hook Depth Gauge (3.5) EA
14440 Cortical Tap EA
14445 Canc. Tap EA
14450 Triple Sheath and Trochar EA
14455 2.6mm Overdrill Drill Guide EA
14460 Flat Washer EA
14461 Cup Washer EA
14465 Power Driver EA
14467 3.5mm Solid Hex Screwdriver EA
14468 3.5mm Solid Power Driver EA
14470 2.6mm Drill Guide EA
14475 3.6mm Drill Guide EA
14480 Countersink EA
14485 Hex Screwdriver EA
14490 K-Wire Guide EA * *
14600 Sterilization Case (10 x 10 x 2.5) EA
14601 Sterilization Case (10 x 20 x 2.5) EA
14602 Sterilization Case (10 x 10 x 5) EA
14603 Sterilization Case (10 x 20 x 5) EA
14604 4.5/5.0mm Instrument Module EA
14605 6.5/8.0mm Instrument Module EA
14606 4.5/5.0mm Plate Instrument Module EA
14607 4.5/5.0mm Reconstruction Plate Module EA
14608 4.5/5.0mm Cann. Screw Module EA
14609 6.5mm Cann. Canc. Screw Module EA
14611 Tool Tray EA
14613 4.5mm Solid Screw Module EA
14614 6.5/8.0mm Screw Module EA
14615 Screwdriver Shank EA
14616 6.5mm Screwdriver Shank EA
14618 Countersink EA
14620 Easy Out EA
14621 3.8mm Solid Twist Drill EA
14622 3.8mm Cann. Drill EA
14623 4.5mm Cortical Tap EA
14624 5.0mm Canc. Tap EA
14625 4.8mm Solid Twist Drill EA
14626 4.8mm Cann. Drill EA
14627 6.5mm Canc. Tap EA
14628 6.5mm Countersink EA
14629 5.0mm Cann. Drill EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14634 8.0 Cann. Canc. Tap EA
14649 Instrument rack to fit in toll tray EA
14650 3.5mm Universal Ribbon Module EA
14663 Solid Screwdriver. 3.5mm EA
14664 Round Handle EA
14710 3.4/4.0mm Solid Screw Module EA
10016-1 Bolt for FA-10054-2 EA
1009-30 30cm Len. - 9mm Femoral Nail EA
1009-32 32cm Len. - 9mm Femoral Nail EA
1009-34 34cm Len. - 9mm Femoral Nail EA
1009-36 36cm Len. - 9mm Femoral Nail EA
1009-38 38cm Len. - 9mm Femoral Nail EA
1009-40 40cm Len. - 9mm Femoral Nail EA
1009-42 42cm Len. - 9mm Femoral Nail EA
1009-44 44cm Len. - 9mm Femoral Nail EA
1009-46 46cm Len. - 9mm Femoral Nail EA
1009-48 48cm Len. - 9mm Femoral Nail EA
1009-50 50cm Len. - 9mm Femoral Nail EA
1010-30 30cm Len. - 10mm Femoral Nail EA
1010-32 32cm Len. - 10mm Femoral Nail EA
1010-34 34cm Len. - 10mm Femoral Nail EA
1010-36 36cm Len. - 10mm Femoral Nail EA
1010-38 38cm Len. - 10mm Femoral Nail EA
1010-40 40cm Len. - 10mm Femoral Nail EA * *
1010-42 42cm Len. - 10mm Femoral Nail EA
1010-44 44cm Len. - 10mm Femoral Nail EA
1010-46 46cm Len. - 10mm Femoral Nail EA
1010-48 48cm Len. - 10mm Femoral Nail EA
1010-50 50cm Len. - 10mm Femoral Nail EA
1011-32 32cm Len. - 11mm Femoral Nail EA
1011-34 34cm Len. - 11mm Femoral Nail EA
1011-36 36cm Len. - 11mm Femoral Nail EA
1011-38 38cm Len. - 11mm Femoral Nail EA
1011-40 40cm Len. - 11mm Femoral Nail EA
1011-42 42cm Len. - 11mm Femoral Nail EA
1011-44 44cm Len. - 11mm Femoral Nail EA
1011-46 46cm Len. - 11mm Femoral Nail EA
1011-48 48cm Len. - 11mm Femoral Nail EA
1011-50 50cm Len. - 11mm Femoral Nail EA
1012-34 34cm Len. - 12mm Femoral Nail EA
1012-36 36cm Len. - 12mm Femoral Nail EA
1012-38 38cm Len. - 12mm Femoral Nail EA
1012-40 40cm Len. - 12mm Femoral Nail EA
1012-42 42cm Len. - 12mm Femoral Nail EA
1012-44 44cm Len. - 12mm Femoral Nail EA
1012-46 46cm Len. - 12mm Femoral Nail EA
- ------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1012-48 48cm Len. - 12mm Femoral Nail EA
1012-50 50cm Len. - 12mm Femoral Nail EA
1013-36 36cm Len. - 13mm Femoral Nail EA
1013-38 38cm Len. - 13mm Femoral Nail EA
1013-40 40cm Len. - 13mm Femoral Nail EA
1013-42 42cm Len. - 13mm Femoral Nail EA
1013-44 44cm Len. - 13mm Femoral Nail EA
1014-36 36cm Len. - 14mm Femoral Nail EA
1014-38 38cm Len. - 14mm Femoral Nail EA
1014-40 40cm Len. - 14mm Femoral Nail EA
1014-42 42cm Len. - 14mm Femoral Nail EA
1014-44 44cm Len. - 14mm Femoral Nail EA
1014-46 46cm Len. - 14mm Femoral Nail EA
1015-38 38cm Len. - 15mm Femoral Nail EA
1015-40 40cm Len. - 15mm Femoral Nail EA
1015-42 42cm Len. - 15mm Femoral Nail EA
1015-44 44cm Len. - 15mm Femoral Nail EA
1015-46 46cm Len. - 15mm Femoral Nail EA
1020-100 100mm Len.-6.5mm Solid Cort. Screw EA
1020-35 35mm Len.-6.5mm Solid Cort. Screw EA * *
1020-40 40mm Len.-6.5mm Solid Cort. Screw EA
1020-45 45mm Len.-6.5mm Solid Cort. Screw EA
1020-50 50mm Len.-6.5mm Solid Cort. Screw EA
1020-55 55mm Len.-6.5mm Solid Cort. Screw EA
1020-60 60mm Len.-6.5mm Solid Cort. Screw EA
1020-65 65mm Len.-6.5mm Solid Cort. Screw EA
1020-70 70mm Len.-6.5mm Solid Cort. Screw EA
1020-75 75mm Len.-6.5mm Solid Cort. Screw EA
1020-80 80mm Len.-6.5mm Solid Cort. Screw EA
1020-85 85mm Len.-6.5mm Solid Cort. Screw EA
1020-90 90mm Len.-6.5mm Solid Cort. Screw EA
1020-95 95mm Len.-6.5mm Solid Cort. Screw EA
1030-100 100mm Len.-6.5mm Solid Cort. Screw EA
1030-105 105mm Len.-6.5mm Solid Cort. Screw EA
1030-110 110mm Len.-6.5mm Solid Cort. Screw EA
1030-115 115mm Len.-6.5mm Solid Cort. Screw EA
1030-120 120mm Len.-6.5mm Solid Cort. Screw EA
1030-60 60mm Len.-6.5mm Solid Cort. Screw EA
1030-65 65mm Len.-6.5mm Solid Cort. Screw EA
1030-70 70mm Len.-6.5mm Solid Cort. Screw EA
1030-75 75mm Len.-6.5mm Solid Cort. Screw EA
1030-80 80mm Len.-6.5mm Solid Cort. Screw EA
1030-85 85mm Len.-6.5mm Solid Cort. Screw EA
1030-90 90mm Len.-6.5mm Solid Cort. Screw EA
1030-95 95mm Len.-6.5mm Solid Cort. Screw EA
10405-12 Steinman Pin (2mm x 12") EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
10405-9 2.0mm Steinman Pin EA
10730-10 Th.ed Rod 1/4" x 10cm EA
10730-15 Th.ed Rod 1/4" x 15cm EA
10730-20 Th.ed Rod 1/4" x 20cm EA
10730-25 Th.ed Rod 1/4" x 25cm EA
1075-28 Driving Guide Wire (3.2mm x 28") EA
1075-38 Guide Wire (3.2mm X 38") EA
10800/4 ACE Unifix 10" w/4 Pin Holders EA
10800/6 ACE Unifix 10" w/6 Pin Holders EA
10814/4 ACE Unifix 14" w/4 Pin Holders EA
10814/6 ACE Unifix 14" w/6 Pin Holders EA
1085-2 Locking Knob EA
1303 (Small) Open Back Halo Ring -
Head Sizes 201/2" - 221/4"
(52cm-57cm) EA
1304 (Medium) Open Back Halo Ring -
Head Sizes 221/4" - 241/2"
(57cm-62cm) EA
1305 (Large) Open Back Halo Ring -
Head Sizes 241/2" - 26
(62cm-66cm) EA
1367-8 Disposable Torque Wrench 8 in/lb EA
1370-1 (Small) Open Back Halo Ring App. Kit -
Head Sizes 20 1/2" - 22 1/4"
(52cm-57cm) EA
1370-1 (Medium) Open Back Halo Ring App. Kit - * *
Head Sizes 22 1/4" - 24 1/2"
(57cm-62cm) EA
1370-1 (Large Open Back Halo Ring App. Kit -
Head Sizes 24 1/2" - 26"
(62cm-66cm) EA
1370-0 Closed Back Halo Ring App. Kit -
Head Sizes 17 3/4"- 20 1/2"
(45cm-52cm) EA
1370-00 Closed Back Halo Ring App. Kit -
Head Sizes 17 5/8" maximum
(44.5cm max.) EA
1371-1 Closed Back Halo Ring App. Kit -
Head Sizes 20 1/2" - 22"
(52cm-56cm) EA
1371-2 Closed Back Halo Ring App. Kit -
Head Sizes 21" - 22 1/4"
(53cm-57cm) EA
1371-3 Closed Back Halo Ring App. Kit -
Head Sizes 22 1/4" - 23 1/2"
(57cm-60cm) EA
1371-4 Closed Back Halo Ring App. Kit -
Head Sizes 23 1/2" - 24 1/2"
(60cm-62cm) EA
1371-5 Closed Back Halo Ring App. Kit -
Head Sizes 24 1/2" - 26"
(62cm-66cm) EA
1379-SIZE Jack Front and Back EA
1380-1-SIZE Mark IV Complete Vest and Hardware
Assembled - Available in sizes
20-52 in two inch increments EA
1380-2-SIZE Mark IV Complete Vest and Hardware
Assembled - Kodel (available in
sizes 20-52 in two inch increments) EA
- -----------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* % -
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1380-3-SIZE Mark IV Complete Vest and
Hardware Assembled - Synthetic
Lamb's wool (available in sizes
20-52 in two inch increments) EA
1385-3 Titanium Bolt 5/8" - 24 x 1 3/8"
(for Tong Attachment to Halo
Vest - 2 required) EA
14007-1 140 Deg. Angle. 100mm Len. -
Captured Screw Assy. EA
14007-2 140 Deg. Angle. 130mm Len. -
Captured Screw Assy. EA
14007-3 140 Deg. Angle. 160mm Len. -
Captured Screw Assy. EA
14007-4 150 Deg. Angle. 100mm Len. -
Captured Screw Assy. EA
14007-5 150 Deg. Angle. 130mm Len. -
Captured Screw Assy. EA
14007-6 150 Deg. Angle. 160mm Len. -
Captured Screw Assy. EA
14012-14 3.2mm Th.ed Guide Pin 14" EA
14012-9 3.2mm Th.ed Guide Pin 9" EA
14022-20 20mm Len. - 4.5mm Solid Cort.
Bone Screw EA * *
14022-22 22mm Len. - 4.5mm Solid Cort.
Bone Screw EA
14022-24 24mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-26 26mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-28 28mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-30 30mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-32 32mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-34 34mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-36 36mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-38 38mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-40 40mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-42 42mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-44 44mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-46 46mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-48 48mm Len. - 4.5mm Solid Cort.
Bone Screw, Full Th. EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14022-50 50mm Len.- 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-52 52mm Len.- 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-54 52mm Len.- 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-56 56mm Len.- 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-58 52mm Len.- 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-60 60mm Len.- 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-65 65mm Len.- 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-70 70mm Len.- 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-75 75mm Len.- 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-80 80mm Len.- 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14022-85 85mm Len.- 4.5mm Solid Cort.
Bone Screw, Full Th. EA * *
14022-90 90mm Len.- 4.5mm Solid Cort.
Bone Screw, Full Th. EA
14033-0 135 Deg. Angle, 90mm Len.-
Captured Screw Assy. EA
14033-1 135 Deg. Angle, 100mm Len.-
Captured Screw Assy. EA
14033-2 135 Deg. Angle, 130mm Len.-
Captured Screw Assy. EA
14033-3 135 Deg. Angle, 160mm Len.-
Captured Screw Assy. EA
14033-4 145 Deg. Angle, 100mm Len.-
Captured Screw Assy. EA
14033-5 145 Deg. Angle, 130mm Len.-
Captured Screw Assy. EA
14033-6 145 Deg. Angle, 160mm Len.-
Captured Screw Assy. EA
14082S Dye Injector Seal EA
14140-1 Primary Trephine EA
14140-2 Bushing EA
14140-3 Secondary Trephine EA
14179-9 2.0mm K-Wire Bayonet Tip EA
14180-6 Guide Pin (3.2mm x 6") EA
14188-100 100mm Screw, 20mm Th.-
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-105 105mm Screw, 20mm Th.-
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-110 110mm Screw, 20mm Th.-
6.5mm Cann. Canc. S.C.F.E. Screws EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14188-115 115mm Screw. 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-120 120mm Screw. 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-30 30mm Screw. 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-35 35mm Screw. 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-40 40mm Screw. 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-45 45mm Screw. 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-50 50mm Screw. 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-55 55mm Screw. 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-60 60mm Screw. 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-65 65mm Screw. 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA * *
14188-70 70mm Screw. 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-75 75mm Screw. 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-80 80mm Screw. 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-85 85mm Screw. 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-90 90mm Screw. 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14188-95 95mm Screw. 20mm Th. -
6.5mm Cann. Canc. S.C.F.E. Screws EA
14192-100 100mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-105 105mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-110 110mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-40 40mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-45 45mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-50 50mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-55 55mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-60 60mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
14192-65 65mm Len. - 8.0mm Cann.
Canc. Screws, 24mm Th. EA
- ---------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14196-95 95mm Len., 22mm Th. -
6.5mm Cann. Canc. Lag Screws EA
14197-100 100mm Len., 40mm Th. -
6.5mm Cann. Canc. Lag Screws EA
14197-105 105mm Len., 40mm Th. -
6.5mm Cann. Canc. Lag Screws EA
14197-110 110mm Len., 40mm Th. -
6.5mm Cann. Canc. Lag Screws EA
14197-115 115mm Len., 40mm Th. -
6.5mm Cann. Canc. Lag Screws EA
14197-120 120mm Len., 40mm Th. -
6.5mm Cann. Canc. Lag Screws EA
14197-40 40mm Len., 40mm Th. -
6.5mm Cann. Canc. Lag Screws EA
14197-45 45mm Len., 40mm Th. -
6.5mm Cann. Canc. Lag Screws EA
14197-50 50mm Len., 40mm Th. -
6.5mm Cann. Canc. Lag Screws EA
14197-55 55mm Len., 40mm Th. -
6.5mm Cann. Canc. Lag Screws EA
14197-60 60mm Len., 40mm Th. -
6.5mm Cann. Canc. Lag Screws EA
14197-65 65mm Len., 40mm Th. -
6.5mm Cann. Canc. Lag Screws EA * *
14197-70 70mm Len., 40mm Th. -
6.5mm Cann. Canc. Lag Screws EA
14197-75 75mm Len., 40mm Th. -
6.5mm Cann. Canc. Lag Screws EA
14197-80 80mm Len., 40mm Th. -
6.5mm Cann. Canc. Lag Screws EA
14197-85 85mm Len., 40mm Th. -
6.5mm Cann. Canc. Lag Screws EA
14197-90 90mm Len., 40mm Th. -
6.5mm Cann. Canc. Lag Screws EA
14197-95 95mm Len., 40mm Th. -
6.5mm Cann. Canc. Lag Screws EA
14200-20 20mm Screw, 4.5mm Cann.
Cort. Bone Screws, Full Th. EA
14200-22 22mm Screw, 4.5mm Cann.
Cort. Bone Screws, Full Th. EA
14200-24 24mm Screw, 4.5mm Cann.
Cort. Bone Screws, Full Th. EA
14200-26 26mm Screw, 4.5mm Cann.
Cort. Bone Screws, Full Th. EA
14200-28 28mm Screw, 4.5mm Cann.
Cort. Bone Screws, Full Th. EA
14200-30 30mm Screw, 4.5mm Cann.
Cort. Bone Screws, Full Th. EA
14200-32 32mm Screw, 4.5mm Cann.
Cort. Bone Screws, Full Th. EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14200-34 34mm Screw. 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-36 36mm Screw. 4.5mm Cann
Cort. Bone Screws. Full Th. EA
14200-38 38mm Screw. 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-40 40mm Screw. 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-42 42mm Screw. 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-44 44mm Screw. 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-46 46mm Screw. 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-48 48mm Screw. 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-50 50mm Screw. 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-55 55mm Screw. 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-60 60mm Screw. 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14200-65 65mm Screw. 4.5mm Cann.
Cort. Bone Screws. Full Th. EA * *
14200-70 70mm Screw. 4.5mm Cann.
Cort. Bone Screws. Full Th. EA
14225-30 30mm Screw. 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-32 32mm Screw. 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-34 34mm Screw. 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-36 36mm Screw. 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-38 38mm Screw. 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-40 40mm Screw. 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-42 42mm Screw. 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-44 44mm Screw. 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-46 46mm Screw. 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-48 48mm Screw. 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-50 50mm Screw. 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-55 55mm Screw. 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14332-4 4 Hole "Y" Plate. Small EA
14333-4 4 Hole "Y" Plate. Narrow EA
14334-10 3.5mm Universal Recon. Ribbon, 10 Hole EA
14334-12 3.5mm Universal Recon. Ribbon, 12 Hole EA
14334-14 3.5mm Universal Recon. Ribbon, 14 Hole EA
14334-16 3.5mm Universal Recon. Ribbon, 16 Hole EA
14334-2 3.5mm Universal Recon. Ribbon, 2 Hole EA
14334-3 3.5mm Universal Recon. Ribbon, 3 Hole EA
14334-4 3.5mm Universal Recon. Ribbon, 4 Hole EA
14334-6 3.5mm Universal Recon. Ribbon, 6 Hole EA
14334-8 3.5mm Universal Recon. Ribbon, 8 Hole EA
14340-10 10 Hole Straight Plate EA
14340-12 12 Hole Straight Plate EA
14340-14" 14 Hole Straight Plate EA
14340-16" 16 Hole Straight Plate EA
14340-3 3 Hole Straight Plate EA
14340-4 4 Hole Straight Plate EA
14340-6 6 Hole Straight Plate EA
14340-8 8 Hole Straight Plate EA
14342-4 4 Hole "T" Plate EA
14342-6 6 Hole "T" Plate EA * *
14342-8 8 Hole "T" Plate EA
14343-16 3.5mm Universal Template EA
14344-4 4 Hole "L" Plate EA
14344-6 6 Hole "L" Plate EA
14344-8 8 Hole "L" Plate EA
14345-4 4 Hole "L" Plate EA
14345-6 6 Hole "L" Plate EA
14345-8 8 Hole "L" Plate EA
14351-2.0 2.0mm Guide Sleeve EA
14351-3.2 3.2mm Guide Sleeve EA
14351-3.8 3.8mm Guide Sleeve EA
14351-4.8 4.8mm Guide Sleeve EA
14355-3 3 Hole 100 Deg. Tubular Plate EA
14355-4 4 Hole 100 Deg. Tubular Plate EA
14355-5 5 Hole 100 Deg. Tubular Plate EA
14355-6 6 Hole 100 Deg. Tubular Plate EA
14355-7 7 Hole 100 Deg. Tubular Plate EA
14355-8 8 Hole 100 Deg. Tubular Plate EA
14369-10 10mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-100 100mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-105 105mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-110 110mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
- ------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14225-60 60mm * *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14332-4 4 Hole "Y" Plate Small EA
14333-4 4 Hole "Y" Plate Narrow EA
14334-10 3.5mm Universal Recon, Ribbon, 10 Hole EA
14334-12 3.5mm Universal Recon, Ribbon, 12 Hole EA
14334-14 3.5mm Universal Recon, Ribbon, 14 Hole EA
14334-16 3.5mm Universal Recon, Ribbon, 16 Hole EA
14334-2 3.5mm Universal Recon, Ribbon, 2 Hole EA
14334-3 3.5mm Universal Recon, Ribbon, 3 Hole EA
14334-4 3.5mm Universal Recon, Ribbon, 4 Hole EA
14334-6 3.5mm Universal Recon, Ribbon, 6 Hole EA
14334-8 3.5mm Universal Recon, Ribbon, 8 Hole EA
14340-10 10 Hole Straight Plate EA
14340-12 12 Hole Straight Plate EA
14340-14* 14 Hole Straight Plate EA
14340-16* 16 Hole Straight Plate EA
14340-3 3 Hole Straight Plate EA
14340-4 4 Hole Straight Plate EA
14340-6 6 Hole Straight Plate EA
14340-8 8 Hole Straight Plate EA
14342-4 4 Hole "T" Plate EA
14342-6 6 Hole "T" Plate EA
14342-8 8 Hole "T" Plate EA
14343-16 3.5mm Universal Template EA * *
14344-4 4 Hole "L" Plate EA
14344-6 6 Hole "L" Plate EA
14344-8 8 Hole "L" Plate EA
14345-4 4 Hole "L" Plate EA
14345-6 6 Hole "L" Plate EA
14345-8 8 Hole "L" Plate EA
14351-2.0 2.0mm Guide Sleeve EA
14351-3.2 3.2mm Guide Sleeve EA
14351-3.8 3.8mm Guide Sleeve EA
14351-4.8 4.8mm Guide Sleeve EA
14355-3 3 Hole 100 Deg. Tubular Plate EA
14355-4 4 Hole 100 Deg. Tubular Plate EA
14355-5 5 Hole 100 Deg. Tubular Plate EA
14355-6 6 Hole 100 Deg. Tubular Plate EA
14355-7 7 Hole 100 Deg. Tubular Plate EA
14355-8 8 Hole 100 Deg. Tubular Plate EA
14369-10 10mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-100 100mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-105 105mm Len., Full Th.-
4.0mm Solid Canc. Screws, Full Th. EA
14369-110 110mm Len., Full Th.-
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14225-60 60mm Screw. 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-65 65mm Screw. 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14225-70 70mm Screw. 20mm Th.-
5.0mm Cann. Canc. Lag Screws EA
14231-2.0 2.0mm Sheath Sleeve EA
14231-3.2 3.2mm Sheath Sleeve EA
14239-3.8 3.8mm Sheath Sleeve EA
14239-4.8 4.8mm Sheath Sleeve EA
14250-30 30mm Screw. 20mm Th.-
4.5mm Cann. Cort. Lag Screws EA
14250-32 32mm Screw. 20mm Th.-
4.5mm Cann. Cort. Lag Screws EA
14250-34 34mm Screw. 20mm Th.-
4.5mm Cann. Cort. Lag Screws EA
14250-36 36mm Screw. 20mm Th.-
4.5mm Cann. Cort. Lag Screws EA
14250-38 38mm Screw. 20mm Th.-
4.5 Cann. Cort. Lag Screws EA
14250-40 40mm Screw. 20mm Th.-
4.5mm Cann. Cort. Lag Screws EA
14250-42 42mm Screw. 20mm Th.-
4.5mm Cann. Cort. Lag Screws EA
14250-44 44mm Screw. 20mm Th.-
4.5mm Cann. Cort. Lag Screws EA
14250-46 46mm Screw. 20mm Th.-
4.5mm Cann. Cort. Lag Screws EA * *
14250-48 48mm Screw. 20mm Th.-
4.5mm Cann. Cort. Lag Screws EA
14250-50 50mm Screw. 20mm Th.-
4.5mm Cann. Cort. Lag Screws EA
14250-55 55mm Screw. 20mm Th.-
4.5mm Cann. Cort. Lag Screws EA
14250-60 60mm Screw. 20mm Th.-
4.5mm Cann. Cort. Lag Screws EA
14250-65 65mm Screw. 20mm Th.-
4.5mm Cann. Cort. Lag Screws EA
14250-70 70mm Screw. 20mm Th.-
4.5mm Cann. Cort. Lag Screws EA
14305-4 Template, 4 Hole EA
14305-8 Template, 8 Hole EA
14330-10 10 Hole Straight Plate EA
14330-12 12 Hole Straight Plate EA
14330-3 3 Hole Straight Plate EA
14330-4 4 Hole Straight Plate EA
14330-6 6 Hole Straight Plate EA
14330-8 8 Hole Straight Plate EA
14332-2 2 Hole "Y" Plate, Small EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14369-70 70mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-75 75mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-80 80mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-85 85mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-90 90mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-95 95mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14370-26 26mm Len., 16mm Th. -
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-28 28mm Len., 16mm Th. -
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-30 30mm Len., 16mm Th. -
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-32 32mm Len., 16mm Th. -
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-34 34mm Len., 16mm Th. -
4.0mm Cann. Canc. Screws, 16mm Th. EA * *
14370-36 36mm Len., 16mm Th. -
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-38 38mm Len., 16mm Th. -
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-40 40mm Len., 16mm Th. -
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-42 42mm Len., 16mm Th. -
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-44 44mm Len., 16mm Th. -
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-46 46mm Len., 16mm Th. -
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-48 48mm Len., 16mm Th. -
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-50 50mm Len., 16mm Th. -
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-55 55mm Len., 16mm Th. -
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-60 60mm Len., 16mm Th. -
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-65 65mm Len., 16mm Th. -
4.0mm Cann. Canc. Screws, 16mm Th. EA
14370-70 70mm Len., 16mm Th. -
4.0mm Cann. Canc. Screws, 16mm Th. EA
14372-45 45mm Len., 32mm Th. -
4.0mm Cann. Canc. Screws, 32mm Th. EA
14372-50 50mm Len., 32mm Th. -
4.0mm Cann. Canc. Screws, 32mm Th. EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14369-115 115mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-120 120mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-12 12mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-14 14mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-16 16mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-18 18mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-20 20mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-22 22mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA * *
14369-24 24mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-26 26mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-28 28mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-30 30mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-32 32mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-34 34mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-36 36mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-38 38mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-40 40mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-42 42mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-44 44mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-46 46mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-48 48mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-50 50mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-55 55mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-60 60mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
14369-65 65mm Len., Full Th. -
4.0mm Solid Canc. Screws, Full Th. EA
- -----------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14372-55 55mm Len. 32mm Th.
4.0mm Cann. Canc. Screws. 32mm Th. EA
14372-60 60mm Len. 32mm Th.
4.0mm Cann. Canc. Screws. 32mm Th. EA
14372-65 65mm Len. 32mm Th.
4.0mm Cann. Canc. Screws. 32mm Th. EA
14372-70 70mm Len. 32mm Th.
4.0mm Cann. Canc. Screws. 32mm Th. EA
14375-10 10mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-12 12mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-14 14mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-16 16mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-18 18mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-20 20mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA * *
14375-22 22mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-24 24mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-26 26mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-28 28mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-30 30mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-32 32mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-34 34mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-36 36mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-38 38mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-40 40mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-42 42mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-44 44mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-46 46mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-48 48mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
14375-50 50mm Len. 3.5mm Cann.
Cort. Screw, Full Th. EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14375-55 55mm Len., 3.5mm Cann.
Cort. Screw. Full Th. EA
14375-60 60mm Len., 3.5mm Cann.
Cort. Screw. Full Th. EA
14375-65 65mm Len., 3.5mm Cann.
Cort. Screw. Full Th. EA
14375-70 70mm Len., 3.5mm Cann.
Cort. Screw. Full Th. EA
14377-10 10mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-100 100mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-105 105mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-110 110mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-115 115mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-120 120mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-12 12mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-14 14mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA * *
14377-16 16mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-18 18mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-20 20mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-22 22mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-24 24mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-26 26mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-28 28mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-30 30mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-32 32mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-34 34mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-36 36mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-38 38mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
14377-40 40mm Len., 3.5mm Solid
Cort. Screw. Full Th. EA
- ---------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14377-42 42mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-44 44mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-46 46mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-48 48mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-50 50mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-55 55mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-60 60mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-65 65mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-70 70mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-75 75mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA * *
14377-80 80mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-85 85mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-90 90mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14377-95 95mm Len., 3.5mm Solid
Cort. Screw, Full Th. EA
14396-120 4.0mm Solid Canc. Tap. 120mm EA
14398-120 2.9mm Solid Twist Drill, 120mm EA
14399-120 3.6mm Solid Twist Drill, 120mm EA
14425-9 1.6mm K-Wire EA
14473-120 3.5mm Solid Cortical Tap, 120mm EA
14473-70 3.5mm Solid Cortical Tap, 70mm EA
1490 RA Patient Care Guide
(Living in your Halo Brace) EA
1508-25.5 25.5cm Len. - 8mm Tibial Nail EA
1508-27.0 27.0cm Len. - 8mm Tibial Nail EA
1508-28.5 28.5cm Len. - 8mm Tibial Nail EA
1508-30.5 30.0cm Len. - 8mm Tibial Nail EA
1508-31.5 31.5cm Len. - 8mm Tibial Nail EA
1508-33.0 33.0cm Len. - 8mm Tibial Nail EA
1508-34.5 34.5cm Len. - 8mm Tibial Nail EA
1508-36.0 36.0cm Len. - 8mm Tibial Nail EA
1508-37.5 37.5cm Len. - 8mm Tibial Nail EA
1508-39.0 39.0cm Len. - 8mm Tibial Nail EA
1508-40.5 40.5cm Len. - 8mm Tibial Nail EA
1508-42.0 42.0cm Len. - 8mm Tibial Nail EA
1508-25.5 25.5cm Len. - 9mm Tibial Nail EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
*%
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1509-27.0 27.0cm Len - 9mm Tibial Nail EA
1509-28.5 28.5cm Len - 9mm Tibial Nail EA
1509-30.0 30.0cm Len - 9mm Tibial Nail EA
1509-31.5 31.5cm Len - 9mm Tibial Nail EA
1509-33.0 33.0cm Len - 9mm Tibial Nail EA
1509-34.5 34.5cm Len - 9mm Tibial Nail EA
1509-36.0 36.0cm Len - 9mm Tibial Nail EA
1509-37.5 37.5cm Len - 9mm Tibial Nail EA
1509-39.0 39.0cm Len - 9mm Tibial Nail EA
1509-40.5 40.5cm Len - 9mm Tibial Nail EA
1509-42.0 42.0cm Len - 9mm Tibial Nail EA
1510-25.5 25.5cm Len - 10mm Tibial Nail EA
1510-27.0 27.0cm Len - 10mm Tibial Nail EA
1510-28.5 28.5cm Len - 10mm Tibial Nail EA
1510-30.0 30.0cm Len - 10mm Tibial Nail EA
1510-31.5 31.5cm Len - 10mm Tibial Nail EA
1510-33.0 33.0cm Len - 10mm Tibial Nail EA
1510-34.5 34.5cm Len - 10mm Tibial Nail EA
1510-36.0 36.0cm Len - 10mm Tibial Nail EA
1510-37.5 37.5cm Len - 10mm Tibial Nail EA * *
1510-39.0 39.0cm Len - 10mm Tibial Nail EA
1510-40.5 40.5cm Len - 10mm Tibial Nail EA
1510-42.0 42.0cm Len - 10mm Tibial Nail EA
1511-27.0 27.0cm Len - 10mm Tibial Nail EA
1511-28.5 28.5cm Len - 11mm Tibial Nail EA
1511-30.0 30.0cm Len - 11mm Tibial Nail EA
1511-31.5 31.5cm Len - 11mm Tibial Nail EA
1511-33.0 33.0cm Len - 11mm Tibial Nail EA
1511-34.5 34.5cm Len - 11mm Tibial Nail EA
1511-36.0 36.0cm Len - 11mm Tibial Nail EA
1511-37.5 37.5cm Len - 11mm Tibial Nail EA
1511-39.0 39.0cm Len - 11mm Tibial Nail EA
1511-40.5 40.5cm Len - 11mm Tibial Nail EA
1511-42.0 42.0cm Len - 11mm Tibial Nail EA
1512-27.0 27.0cm Len - 12mm Tibial Nail EA
1512-28.5 28.5cm Len - 12mm Tibial Nail EA
1512-30.0 30.0cm Len - 12mm Tibial Nail EA
1512-31.5 31.5cm Len - 12mm Tibial Nail EA
1512-33.0 33.0cm Len - 12mm Tibial Nail EA
1512-34.5 34.5cm Len - 12mm Tibial Nail EA
1512-36.0 36.0cm Len - 12mm Tibial Nail EA
1512-37.5 37.5cm Len - 12mm Tibial Nail EA
1512-39.0 39.0cm Len - 12mm Tibial Nail EA
1512-40.5 40.5cm Len - 12mm Tibial Nail EA
1512-42.0 42.0cm Len - 12mm Tibial Nail EA
1513-28.5 28.5cm Len - 13mm Tibial Nail EA
- -----------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1513-30.0 30.0cm Len.- 13mm Tibial Nail EA
1513-31.5 31.5cm Len.- 13mm Tibial Nail EA
1513-33.0 33.0cm Len.- 13mm Tibial Nail EA
1513-34.5 34.5cm Len.- 13mm Tibial Nail EA
1513-36.0 36.0cm Len.- 13mm Tibial Nail EA
1513-37.5 37.5cm Len.- 13mm Tibial Nail EA
1513-39.0 39.0cm Len.- 13mm Tibial Nail EA
1513-40.5 40.5cm Len.- 13mm Tibial Nail EA
1513-42.0 42.0cm Len.- 13mm Tibial Nail EA
1515-40 40mm Len.- 5.5mm Solid
Cort. Screw, Full Th. EA
1515-45 45mm Len.- 5.5mm Solid
Cort. Screw, Full Th. EA
1515-50 50mm Len.- 5.5mm Solid
Cort. Screw, Full Th. EA
1515-55 55mm Len.- 5.5mm Solid
Cort. Screw, Full Th. EA
1515-60 60mm Len.- 5.5mm Solid
Cort. Screw, Full Th. EA
1515-65 65mm Len.- 5.5mm Solid
Cort. Screw, Full Th. EA * *
1515-70 70mm Len.- 5.5mm Solid
Cort. Screw, Full Th. EA
1515-75 75mm Len.- 5.5mm Solid
Cort. Screw, Full Th. EA
1515-80 80mm Len.- 5.5mm Solid
Cort. Screw, Full Th. EA
1707-18 18cm Len.- 7mm Humeral Nail EA
1707-20 20cm Len.- 7mm Humeral Nail EA
1707-22 22cm Len.- 7mm Humeral Nail EA
1707-24 24cm Len.- 7mm Humeral Nail EA
1707-26 26cm Len.- 7mm Humeral Nail EA
1707-28 28cm Len.- 7mm Humeral Nail EA
1707-30 30cm Len.- 7mm Humeral Nail EA
1708-18 18cm Len.- 8mm Humeral Nail EA
1708-20 20cm Len.- 8mm Humeral Nail EA
1708-22 22cm Len.- 8mm Humeral Nail EA
1708-24 24cm Len.- 8mm Humeral Nail EA
1708-26 26cm Len.- 8mm Humeral Nail EA
1708-28 28cm Len.- 8mm Humeral Nail EA
1708-30 30cm Len.- 8mm Humeral Nail EA
1709-18 18cm Len.- 9mm Humeral Nail EA
1709-20 20cm Len.- 9mm Humeral Nail EA
1709-22 22cm Len.- 9mm Humeral Nail EA
1709-24 24cm Len.- 9mm Humeral Nail EA
1709-26 26cm Len.- 9mm Humeral Nail EA
1709-28 28cm Len.- 9mm Humeral Nail EA
1709-30 30cm Len.- 9mm Humeral Nail EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1717-24 24mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA
1717-26 26mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA
1717-28 28mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA
1717-30 30mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA
1717-32 32mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA
1717-34 34mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA
1717-36 36mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA
1717-38 38mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA
1717-40 40mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA
1717-42 42mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA
1717-44 44mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA * *
1717-46 46mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA
1717-48 48mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA
1717-50 50mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA
1717-52 52mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA
1717-54 54mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA
1717-56 56mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA
1717-58 58mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA
1717-60 60mm Len - 4.5mm Canc. Lag Screw
(Proximal) EA
1724-28 Guide Wire. 2.2mm x 28in.
1810-15 10mm x 15cm - Supracondylar Nail EA
1810-20 10mm x 20cm - Supracondylar Nail EA
1810-25 10mm x 25cm - Supracondylar Nail EA
1810-30 10mm x 30cm - Supracondylar Nail EA
1810-15 12mm x 15cm - Supracondylar Nail EA
1810-20 12mm x 20cm - Supracondylar Nail EA
1810-25 12mm x 25cm - Supracondylar Nail EA
1810-30 12mm x 30cm - Supracondylar Nail EA
2511-4 11mm Len. x 4mm Width - Saw Blade EA
2511-5 11mm Len. x 5mm Width - Saw Blade EA
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2511-5-3 11mm Len. x 5mm Width x 3mm Depth -
90 Deg. Blade EA
2511-5-4 11mm Len. x 5mm Width x 4mm Depth -
90 Deg. Blade EA
2513-4 13mm Len. x 4mm Width - Saw Blade EA
2513-5 13mm Len. x 5mm Width - Saw Blade EA
2513-5-3 13mm Len. x 5mm Width x 3mm Depth -
90 Deg. Blade EA
2515-5-4 13mm Len. x 5mm Width x 4mm Depth -
90 Deg. Blade EA
2515-5 15mm Len. x 5mm Width - Saw Blade EA
2515-5-3 15mm Len. x 5mm Width x 3mm Depth -
90 Deg. Blade EA
2515-5-4 15mm Len. x 5mm Width x 4mm Depth -
90 Deg. Blade EA
2517-5 17mm Len. x 5mm Width - Saw Blade EA
2517-5-4 17mm Len. x 5mm Width x 4mm Depth -
90 Deg. Blade EA
2517-5-5 17mm Len. x 5mm Width x 5mm Depth -
90 Deg. Blade EA
2517-6 17mm Len. x 6mm Width - Saw Blade EA
2519-5 19mm Len. x 5mm Width - Saw Blade EA
2519-5-4 19mm Len. x 5mm Width x 4mm Depth -
90 Deg. Blade EA
2519-5-5 19mm Len. x 5mm Width x 5mm Depth -
90 Deg. Blade EA
2519-6 19mm Len. x 6mm Width - Saw Blade EA
2521-5 21mm Len. x 5mm Width - Saw Blade EA
2521-5-4 21mm Len. x 5mm Width x 4mm Depth -
90 Deg. Blade EA * *
2521-5-5 21mm Len. x 5mm Width x 5mm Depth -
90 Deg. Blade EA
2521-6 21mm Len. x 6mm Width - Saw Blade EA
502B Skull Pin Tip Cap EA
503A Positioning Pin Plate EA
503B Positioning Pin EA
569-SIZE Synthetic Wool Liner EA
570-SIZE Lamb's Wool Liner EA
570A-SIZE Kodel Liner EA
600-1-SIZE Mark III Complete Vest and Hardware
Assembled - Available in sizes 20-52
in two inch increments EA
600-2-SIZE Mark III Complete Vest and Hardware
Assembled - Kodel (available in
sizes 20-52 in two inch increments) EA
600-3-SIZE Mark III Complete Vest and Hardware
Assembled - Synthetic Lamb's wool
(available in sizes 20-52 in two inch
increments) EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
FRACTURE MANAGEMENT
* %-
CATALOG NO. DESCRIPTION U/M BASE PRICE COMMITTED
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
601A size 00 Closed Back Halo Rings -
Head Sizes 175/8" (44.5cm max.) EA
601B size 0 Closed Back Halo Rings -
Head Sizes 17-3/4" - 20-1/2" (45cm-52cm) EA
601C size 1 Closed Back Halo Rings -
Head Sizes 20-1/2" - 22" (52cm-56cm) EA
601D size 2 Closed Back Halo Rings -
Head Sizes 21" - 22-1/4" (53cm-57cm) EA
601E size 3 Closed Back Halo Rings -
Head Sizes 22-1/4" - 23-1/2" (57cm-60cm) EA
601F size 4 Closed Back Halo Rings -
Head Sizes 23-1/2" - 24-1/2" (60cm-62cm) EA
601G size 5 Closed Back Halo Rings -
Head Sizes 24-1/2" - 26" (62cm-66cm) EA
6025-50 Miami Pelvic Screw 50mm Th. EA
621-5 Titanium Bolt 1/4" - 28 x 3/4" EA
656A Swivel Assembly EA
659C-SIZE Jacket Front and Back EA
680-1 Th.ed Clamp & Bracket Assembly, left EA
680-2 Th.ed Clamp & Bracket Assembly, Right EA * *
934-5 Osteotome EA
934-7 Osteotome EA
950-1 S19- Retractor Blades, left EA
950-2 S23- Retractor Blades, left EA
950-3 M19- Retractor Blades, left EA
950-4 M23- Retractor Blades, left EA
950-5 L19- Retractor Blades, left EA
950-6 L23- Retractor Blades, left EA
951-1 S19- Retractor Blades, Right EA
951-2 S23- Retractor Blades, Right EA
951-3 M19- Retractor Blades, Right EA
951-4 M23- Retractor Blades, Right EA
951-5 L19- Retractor Blades, Right EA
951-6 L23- Retractor Blades, Right EA
955-12 Gap Gauge EA
955-14 Gap Gauge EA
955-16 Gap Gauge EA
- ---------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions ommitted and filed separately with the Commission.
<PAGE>
ARTHROSCOPY/SPORTS MEDICINE
<PAGE>
DEPUY PROSOURCE COLUMBIA/HCA
ARTHROSCOPY/SPORTS MEDICINE
LETTER OF COMMITMENT
The undersigned Hospital, a participating COLUMBIA/HCA HEALTHCARE CORPORATION
facility hereby agress to commit and obtain a * % compliance level of the total
contracted dollar potential of the following service categories: ScopeCare (TM)
(Rigid and Flexible) Repair Service and EndoExpress Endoscopic Instrument
Repair.
CONTRACT PARTICIPATION
----------------------
*% COMPLIANCE LEVEL EQUALS $____________________
Pricing will become effective upon receipt of this signed form in the DePuy
office. The hospital and DePuy ProSource will conduct quarterly reviews of this
program. Failure to obtain the specified compliance level will result in the
loss of those pricing advantages provided in the pricing section of this
contract.
This form supersedes any and all previously declared group purchasing
memberships as well as any and all individual facility agreements with DePuy
ProSource.
Name of Facility ______________________________________________________________
(Please Print or Type)
City ______________________________ State _________________ Zip _____________
Name ________________________________________________ Title __________________
Signature ___________________________________________ Date __________________
Local DePuy ProSource Distributor Signature ___________________________________
PLEASE MAIL OR FAX TO:
NATIONAL ACCOUNTS MANAGER
DEPUY INC.
PO BOX 988
WARSAW, IN 46581-0988
FAX: 219/269-4532
QUESTIONS, CALL TOLL FREE:
800/347-7450
THANK YOU! WE APPRECIATE YOUR SUPPORT.
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
ORDERING INFORMATION/RETURN GOODS POLICY
DePuy Inc. orders may be placed by:
. Contacting your local Depuy representative (24-hour coverage)
. Calling the DePuy Main Office at (800) 366-8143
. Using FAX Number (800) 669-2530
. Mailing orders to: DePuy
PO Box 988
Warsaw, IN 46581-0988
TERMS
Net 30 Days
REMITTANCE ADDRESS
DePuy
PO Box 506
Warsaw, IN 46581-0506
FREIGHT
All products contained in this price list are F.O.B. destination for U.P.S.
Ground, Parcel Post and Regular Motor Freight. Special handling (i.e. Federal
Express, U.P.S. Blue, etc) will be prepaid and added to the invoice.
FREIGHT: SERVICE CATEGORY
See enclosed Instrument Repair Services for details.
RETURN GOODS POLICY
If you find it necessary to return product, for whatever reason, please contact
your local DePuy representative for instructions or call DePuy Customer Service
toll free at (800) 366-8143, or use the toll-free DePuy FAX number, (800)
669-2530. All returns are subject to the following:
1. To expedite the return process, please contact your DePuy sales
representative or DePuy Customer Service.
2. When returning items, please include the date of purchase and invoice
number on the packing list, and provide a written reason for the return.
3. A minimum 15%, up to a maximum of $100, handling charge may be assessed for
all contracted items returned. Sterile packaged items may be returned for
credit only it returned in the original unopened package.
4. Special or altered items cannot be returned for credit.
5. Product can only be returned for credit within 90 days of the invoice date.
6. Please notify your DePuy representative or DePuy Customer Service to
receive credit for products which have neither not been received or are
damaged upon receipt within 30 days of the invoice date.
<PAGE>
----------------------------------------------------------------------
DEPUY PROSOURCE
ARTHROSCOPY/SPORTS MEDICINE
SERVICES AGREEMENT
----------------------------------------------------------------------
To participate. Columbia facilities must commit to a minimum 4% potential of
ScopeCare (rigid endoscope repair). EndoExpress (endoscopic instrument repair),
and ScopeCare Flex (flexible endoscope repair) business.
<TABLE>
<CAPTION>
===================================================================
SERVICES
* % commitment required
- -----------------------------------------------------------------------------------------------------------
RIGID ENDO SCOPECARE(TM) SATURN(TM) M. KUROSAKA
SCOPECARE(TM) EXPRESS(TM) FLEX ENDOSCOPES/ INTERFERENCE
REPAIR REPAIR REPAIR FIBEROPTICS SCREW*
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Special Special Special Special Special
Reduced Pricing Reduced Pricing Reduced Pricing Reduced Pricing Reduced Pricing
Enclosed Enclosed Enclosed Enclosed Enclosed
===================================================================---------------------------------------
<CAPTION>
- ---------------------------------------------------------------------------------------
M. KUROSAKA PINS/ BURRS/
ADVANTAGE DURA-KOLD** SCREWS/ INSTRUMENTS BLADES
FIXATION SCREW WIRES
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Special Special
Reduced Pricing Reduced Pricing * % * * * * % * * * * % * * *
Enclosed Enclosed
- ---------------------------------------------------------------------------------------
</TABLE>
* When a facility participates in the Sports Medicine contract and the
Fracture Management agreement, it can receive additional discounts on these
product categories. The enclosed pricing for these categories represents a
significant cost savings for your members.
** With last order of only $. * Depuy ProSource will reimburse $ *
toward the purchase of a * of the customer's choice. This amount will be
reimbursed to the member facility or to the DePuy sales representative for the
purchase of this * . One per customer.
*** When a facility participates in these services, it can receive
additional discounts on selected Sports Medicine related products. These product
categories are offered in the Stainless Steel Fracture Management section and
represent a further reduction in price. The additional percentage noted will be
applied toward the appropriate compliance level the hospital has chosen.
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
INSTRUMENT REPAIR SERVICES
- --------------------------------------------------------------------------------
DePuy ProSource EndoExpress(TM) Endoscopic Instrument Repair Service returns
your instrument to a functionally, like-new condition and provides a warranty
for 90 days from the date of shipment from the DePuy ProSource Endo Express
Endoscopic Instrument Repair Service Department. We offer a seven business day
turn-around on all endoscopic instruments regardless of the original
manufacturer.
1. Call your DePuy representative to discuss the repair service and to receive
forms and shipping containers.
2. Ship all instruments for repair to:
DePuy ProSource EndoExpress Service
7382 Bolsa Avenue
Westminster, CA 92683
Tel.: (800) 331-0021 (Customer Service)
3. Freight - F.O.B. shipping point.
ScopeCare(R) Rigid Endoscope Restoration Service provides complete repair and
restoration of your rigid scope to the manufacturer's performance standards. You
will receive your own scope back within seven days of your repair approval, and
the repair is covered by a one-year guarantee.
1. Call your DePuy representative to discuss the repair service and to receive
forms and shipping containers.
2. Ship all instruments for repair to:
DePuy ProSource ScopeCare Service
7382 Bolsa Avenue
Westminster, CA 92683
Tel.: (800) 331-0021 (Customer Service)
3. Freight - F.O.B. shipping point.
ScopeCare(R) Flex Repair Service provides fast and economical repairs that are
guaranteed...focusing on quality repairs and services to address your immediate
needs.
1 Call your DePuy representative to discuss the repair service and to receive
forms and shipping containers.
2 Ship all instruments for repair to:
DePuy ProSource ScopeCare Flex Repair Service
9545 Midwest Avenue, Suite P
Cleveland. OH 44125
Tel.: (800) SCFLEX2 (723-5392)
3 Average turn-around time from repair approval date is one day on minor
repairs and three to five days on major repairs (shipping time excluded).
4 All workmanship carries a 90-day warranty. including parts and labor, from
the date of shipment from the DePuy ProSource Repair Service Department.
5 Freight - F.O.B. shipping point.
<PAGE>
_______________________________________________________________________________
SCOPECARE /R/ FLEX
FLEXIBLE ENDOSCOPE
RESTORATION SERVICE
________________________________________________________________________________
<TABLE>
<CAPTION>
CONTRACT
LEVEL DESCRIPTION CONTRACT PRICE
<S> <C> <C>
(Minor)
I. Clean air/water channels $ *
II. Replace bending rubber $ *
III. Tighten knobs/adjust angulation $ *
(Major)
I. Fluid invasion - minor $ *
II. Fluid invasion - major $ *
III. Forceps/Elevator channel repair $ *
add $* or bronchoscopes
series 20 and 30
IV. Light guide suction channel repair $ *
V. Suction cylinder replacement $ *
VI. Objective lens repair $ *
</TABLE>
Net pricing will vary per each instrument repair submitted.
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
_______________________________________________________________________________
SCOPECARE /R/
RIGID ENDOSCOPE RESTORATION SERVICE
_______________________________________________________________________________
<TABLE>
<CAPTION>
CONTRACT
LEVEL DESCRIPTION CONTRACT PRICE
<S> <C> <C>
I. External clean, grind and polish $ * per endoscope
II. Endoscope: Disassembly, cleaning,
and up to one rod lens replacement $ * per endoscope
III. Endoscope: Beyond contract level $ * per endoscope
one to include objective lense
replacement and up to three rod
lenses.*
IV. Operative laparoscopes - internal
cleaning.* $ * per endoscope
*Additional rod lenses $ * per lens
</TABLE>
Net pricing will vary per each instrument repair submitted.
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
ENDOEXPRESS(TM)
ENDOSCOPIC INSTRUMENT REPAIR SERVICE
- --------------------------------------------------------------------------------
REPAIR CHARGES RANGE
DESCRIPTION MINOR TO MAJOR
---------------------------
<S> <C> <C>
Anti-fog Handles for scopes $ $
ENT Optical Forceps $ $
Laryngoscopes $ $
Laryngoscope Holder $ $
Laryngeal Forceps $ $
Laryngoscope Suspension System $ $
Laryngeal Forceps $ $
Micro Laryngeal Forceps $ $
Laryngeal Knives $ $
Laryngoscope Sheath $ $
Bronchoscope Tube $ $
Bronchoscopy Bridges $ $
Optical Bronchoscopy Forceps $ $
CO 2 Bronc Tubes $ $
Standard Bronc Forceps $ $
Bronc Working Element $ $
Esophageal Tube $ $
Oto Forceps $ * $ *
Procto Forceps $ $
Trocar $ $
Cannula $ $
Gyn Laser Def $ $
Lap Thermal Forceps $ $
Lap Thermal Probe $ $
Lap Thermal Enucleator $ $
Lap Clip Applier $ $
Lap Forceps $ $
Suction Cannula $ $
Unipolar Suction Cannula $ $
Bipolar Suction Cannula $ $
Hystero Forceps $ $
Optical Hystero Forceps $ $
Hystero Bridges $ $
Hystero Sheaths $ $
Flexible Hystero Forceps $ $
Hystero Deflector $ $
Bipolar Lap Forceps $ $
Uretero Sheaths $ $
Uretero Forceps $ $
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
ENDOEXPRESS(TM)
ENDOSCOPIC INSTRUMENT REPAIR SERVICE
(Continued)
- --------------------------------------------------------------------------------
REPAIR CHARGES RANGE
DESCRIPTION MINOR TO MAJOR
-------------------------------
<S> <C> <C>
Cysto Sheaths $ $
Cysto Obturator $ $
Cysto Bridge $ $
Cysto Deflector $ $
Resecto Scope Sheath $ $
Resectoscope Fiberglass Beaks $
Resectoscope Ceramic Beaks $
Resectoscope Working Elements $ $
Urologic Stone Punch $ $
Urethrotome Sheath $ $
Urethrotome Working Elements $ $
Biopsy Deflector Device $ $
Uro Flexible Forceps $ $
Uro Optical Forceps $ $
Uro Stone Crushing Forceps $ $
Manual Lithotrite $ $
Stone Punch $ $
Nephro Punch $ * $ *
Otis Urethrotome $ $
Lap Chole and Gen surgery Forceps $ $
Cholangiogram clamp $ $
Arthro Sheaths $ $
Arthro Orbturator $ $
Arthro Hand Instruments $ $
Arthro Forceps $ $
Suction Forceps $ $
Shaver Blades $ $
Sinus Scissors $ $
Sinus Speculum $ $
Sinus Blakesley $ $
Sinus Blakesley Ethmiod $ $
Sinus Back Bitter $ $
Sinus Suction Punch $ $
Sinus Biopsy $ $
Sinus Optical Forceps $ $
Sinus Suction Handle $ $
</TABLE>
*% DISCOUNT OFF CURRENT LIST PRICE ON ALL REPAIRED/REFURBISHED ENDOSCOPIC
INSTRUMENTATION
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
SATURN SCOPES/FIBEROPTICS
CATALOG NO. DESCRIPTION U/M PRICE
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
2944-10-000 Cable Adapt Wolf Light Src EA
2944-11-000 Cable Adapt Acmi/ Circon Light Src EA
2944-12-000 Cable Adapt Storz Light Src EA
2944-13-000 Cable Adapt Pilling Light Src EA
2944-14-000 Cable Adapt Olympus Light Src EA
2944-15-000 Cable Adapt Wolf Scope EA
2944-16-000 Cable Adapt Acmi/Circon Scope EA
2944-17-000 Cable Adapt Storz Scope EA
2944-18-000 Cable Pilling Scope EA
2944-19-000 Cable Adapt Olympus Scope EA
2944-25-000 Sheath Adapt - Storz/Concept EA
2944-26-000 Sheath Adapt - Wolf Arthro Stryk EA
2944-27-000 Sheath Adapt - Dyonics EA
2944-28-000 Sheath Adapt - Olympus Arthro EA
2944-29-000 Sheath Adapt - Circon/Acmi Cystm2 EA
2944-30-000 Sheath Adapt - Acmi Cysto FO 8168 EA
2944-31-000 Sheath Adapt - Wolf Cysto EA
2944-32-000 Sheath Adapt - Olympus Cysto EA *
2944-33-000 Sheath Adapt - Acufex EA
2944-34-000 Sheath Adapt - Thrackray EA
2944-40-000 Sheath Adapt - 2.7 Storz EA
2944-41-000 Sheath Adapt - 2.7 Wolf EA
2944-42-000 Sheath Adapt - 2.7 Stryker EA
2944-43-000 Sheath Adapt - 2.7 Dyonics EA
2944-44-000 Sheath Adapt - 2.7 Acmi/Circon EA
2944-45-000 Sheath Adapt - 2.7 Olympus EA
2944-85-000 Fiberoptic Cable - 5.0 X 8 ft. EA
2944-86-000 Fiberoptic Cable - 5.0 X 10 ft. EA
2945-02-000 Arthroscope - 2.7mm, 0 deg. EA
2945-04-000 Arthroscope - 2.7mm, 27.5 deg. EA
2945-06-000 Arthroscope - 2.7mm, 70 deg. EA
2945-12-000 Arthroscope - 4.0mm, 0 deg. EA
2945-14-000 Arthroscope - 4.0mm, 27.5 deg. EA
2945-16-000 Arthroscope - 4.0mm, 70 deg. EA
2945-50-000 Steri/Stor Tray - 1 Arthro EA
- ----------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
SATURN SCOPES /FIBEROPTICS
(CONTINUED)
CATALOG NO. DESCRIPTION U/M PRICE
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
2946-12-000 Cystoscope - 4.0mm.0 deg. EA
2946-13-000 Cystoscope - 4.0mm.12 deg. EA
2946-14-000 Cystoscope - 4.0mm.27.5 deg. EA
2946-16-000 Cystoscope - 4.0mm.70 deg. EA
2947-04-000 Hysteroscope - 2.7mm, 27,5 deg. EA *
2948-22-000 Laparoscope - 10.0mm, 0 deg. EA
2948-24-000 Laparoscope - 10.0mm, 30 deg. EA
2948-25-000 Laparoscope - 10.0mm, 45 deg. EA
2948-60-000 Steri/Stor Tray - 3 Scope/Cable EA
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
SATURN SCOPES / FIBEROPTICS
CATALOG NO. DESCRIPTION U/M PRICE
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
2944-10-000 Cable Adapt Wolf Light Src EA
2944-11-000 Cable Adapt Acmi/Cicron Light Src EA
2944-12-000 Cable Adapt Storz Light Src EA
2944-13-000 Cable Adapt Pilling Light Src EA
2944-14-000 Cable Adapt Olympus Light Src EA
2944-15-000 Cable Adapt Wolf Scope EA
2944-16-000 Cable Adapt Acmi/Circon Scope EA
2944-17-000 Cable Adapt Storz Scope EA
2944-18-000 Cable Adapt Pilling Scope EA
2944-19-000 Cable Adapt Olympus Scope EA
2944-25-000 Sheath Adapt - Storz/Concept EA
2944-26-000 Sheath Adapt - Wolf Arthro Stryk EA
2944-27-000 Sheath Adapt - Dyonics EA
2944-28-000 Sheath Adapt - Olympus Arthro EA
2944-29-000 Sheath Adapt - Circon/Acmi Cystm2 EA
2944-30-000 Sheath Adapt - Acmi Cysto FO 8168 EA
2944-31-000 Sheath Adapt - Wolf Cysto EA
2944-32-000 Sheath Adapt - Olympus Cysto EA *
2944-33-000 Sheath Adapt - Acufex EA
2944-34-000 Sheath Adapt - Thrackray EA
2944-40-000 Sheath Adapt - 2.7 Storz EA
2944-41-000 Sheath Adapt - 2.7 Wolf EA
2944-42-000 Sheath Adapt - 2.7 Stryker EA
2944-43-000 Sheath Adapt - 2.7 Dyonics EA
2944-44-000 Sheath Adapt - 2.7 Acmi/Circon EA
2944-45-000 Sheath Adapt - 2.7 Olympus EA
2944-85-000 Fiberoptic Cable - 5.0 x 8 ft. EA
2944-86-000 Fiberoptic Cable - 5.0 x 10 ft. EA
2945-02-000 Arthroscope - 2.7mm, 0 deg. EA
2945-04-000 Arthroscope - 2.7mm, 27.5 deg. EA
2945-06-000 Arthroscope - 2.7mm, 70 deg. EA
2945-12-000 Arthroscope - 4.0mm, 0 deg. EA
2945-14-000 Arthroscope - 4.0mm,27.5 deg. EA
2945-16-000 Arthroscope - 4.0mm, 70 deg. EA
2945-50-000 Steri/Stor Tray - 1 Arthro EA
- -----------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
M. KUROSAKA INTERFERENCE SCREW / M.KUROSAKA ADVANTAGE FIXATION SCREW
CATALOG NO. DESCRIPTION PRICE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
1952-40-000 M.Kurosaka (TM) Fixation Screw 9x20 Sterile/Cann W/Pin
1952-42-000 M.Kurosaka (TM) Fixation Screw 9x25 Sterile/Cann W/Pin
1952-44-000 M.Kurosaka (TM) Fixation Screw 9x30 Sterile/Cann W/Pin
1952-46-000 M.Kurosaka (TM) Fixation Screw 9x35 Sterile/Cann W/Pin
1952-48-000 M.Kurosaka (TM) Fixation Screw 9x40 Sterile/Cann W/Pin
1952-50-000 M.Kurosaka (TM) Fixation Screw 7x20 Sterile/Cann W/Pin
1952-52-000 M.Kurosaka (TM) Fixation Screw 7x25 Sterile/Cann W/Pin
1952-54-000 M.Kurosaka (TM) Fixation Screw 7x30 Sterile/Cann W/Pin
1952-56-000 M.Kurosaka (TM) Fixation Screw 7x35 Sterile/Cann W/Pin
1952-58-000 M.Kurosaka (TM) Fixation Screw 7x40 Sterile/Cann W/Pin
1952-02-000 M.Kurosaka (TM) Fixation Screw 7x20 Sterile/Non-Cann
1952-04-000 M.Kurosaka (TM) Fixation Screw 7x25 Sterile/Non-Cann
1952-06-000 M.Kurosaka (TM) Fixation Screw 7x30 Sterile/Non-Cann
1952-07-000 M.Kurosaka (TM) Fixation Screw 7x35 Sterile/Non-Cann
1952-08-000 M.Kurosaka (TM) Fixation Screw 7x40 Sterile/Non-Cann
1952-10-000 M.Kurosaka (TM) Fixation Screw 9x20 Sterile/Non-Cann
1952-14-000 M.Kurosaka (TM) Fixation Screw 9x25 Sterile/Non-Cann *
1952-18-000 M.Kurosaka (TM) Fixation Screw 9x30 Sterile/Non-Cann
1952-20-000 M.Kurosaka (TM) Fixation Screw 9x35 Sterile/Non-Cann
1952-22-000 M.Kurosaka (TM) Fixation Screw 9x40 Sterile/Non-Cann
1952-62-000 M.Kurosaka (TM) Extremity Fixation Screw 5.5x25 Sterile
1952-64-000 M.Kurosaka (TM) Extremity Fixation Screw 5.5x30 Sterile
1953-40-000 M.Kurosaka (TM) Fixation Screw 9x20 Non-Sterile/Cann W/Pin
1953-42-000 M.Kurosaka (TM) Fixation Screw 9x25 Non-Sterile/Cann W/Pin
1953-44-000 M.Kurosaka (TM) Fixation Screw 9x30 Non-Sterile/Cann W/Pin
1953-46-000 M.Kurosaka (TM) Fixation Screw 9x35 Non-Sterile/Cann W/Pin
1953-48-000 M.Kurosaka (TM) Fixation Screw 9x40 Non-Sterile/Cann W/Pin
1953-50-000 M.Kurosaka (TM) Fixation Screw 7x20 Non-Sterile/Cann W/Pin
1953-52-000 M.Kurosaka (TM) Fixation Screw 7x25 Non-Sterile/Cann W/Pin
1953-54-000 M.Kurosaka (TM) Fixation Screw 7x30 Non-Sterile/Cann W/Pin
1953-56-000 M.Kurosaka (TM) Fixation Screw 7x35 Non-Sterile/Cann W/Pin
1953-58-000 M.Kurosaka (TM) Fixation Screw 7x40 Non-Sterile/Cann W/Pin
1953-02-000 M.Kurosaka (TM) Fixation Screw 7x20 Non-Sterile/Non-Cann
1953-04-000 M.Kurosaka (TM) Fixation Screw 7x25 Non-Sterile/Non-Cann
1953-06-000 M.Kurosaka (TM) Fixation Screw 7x30 Non-Sterile/Non-Cann
1953-07-000 M.Kurosaka (TM) Fixation Screw 7x35 Non-Sterile/Non-Cann
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
M. KUROSAKA INTERFERNCE SCREW / M. KUROSAKA ADVANTAGE FIXATION SCREW
(Continued)
CATALOG NO. DESCRIPTION PRICE
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
1953-74-000 Advantage (TM) Screw/Cann/Non-Sterile 7x40
1953-75-000 Advantage (TM) Screw/Cann/Non-Sterile 9x20
1953-76-000 Advantage (TM) Screw/Cann/Non-Sterile 9x25
1953-77-000 Advantage (TM) Screw/Cann/Non-Sterile 9x30
1953-78-000 Advantage (TM) Screw/Cann/Non-Sterile 9x35
1953-79-000 Advantage (TM) Screw/Cann/Non-Sterile 9x40
1953-80-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 7x20
1953-81-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 7x25 *
1953-82-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 7x30
1953-83-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 7x35
1953-84-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 7x40
1953-85-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 9x20
1953-86-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 9x25
1953-87-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 9x30
1953-88-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 9x35
1953-89-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 9x40
- ----------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
M. KUROSAKA INTERFERENCE SCREW / M. KUROSAKA ADVANTAGE FIXATION SCREW
(Continued)
CATALOG NO. DESCRIPTION PRICE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
1953-08-000 M. Kurosaka (TM) Fixation Screw 7x40 Non-Sterile/Non-Cann
1953-10-000 M. Kurosaka (TM) Fixation Screw 9x20 Non-Sterile/Non-Cann
1953-14-000 M. Kurosaka (TM) Fixation Screw 9x25 Non-Sterile/Non-Cann
1953-18-000 M. Kurosaka (TM) Fixation Screw 9x30 Non-Sterile/Non-Cann
1953-20-000 M. Kurosaka (TM) Fixation Screw 9x35 Non-Sterile/Non-Cann
1953-22-000 M. Kurosaka (TM) Fixation Screw 9x40 Non-Sterile/Non-Cann
1953-62-000 M. Kurosaka (TM) Extremity Fixation Screw 5.5X25 Non-Sterile
1953-64-000 M. Kurosaka (TM) Extremity Fixation Screw 5.5X30 Non-Sterile
1952-67-000 Advantage (TM) Screw/Cann/Sterile 7X15
1952-69-000 Advantage (TM) Screw/Cann/Sterile 9X15
1952-70-000 Advantage (TM) Screw/Cann/Sterile 7X20
1952-71-000 Advantage (TM) Screw/Cann/Sterile 7X25
1952-72-000 Advantage (TM) Screw/Cann/Sterile 7X30
1952-73-000 Advantage (TM) Screw/Cann/Sterile 7X35
1952-74-000 Advantage (TM) Screw/Cann/Sterile 7X40
1952-75-000 Advantage (TM) Screw/Cann/Sterile 9X20
1952-76-000 Advantage (TM) Screw/Cann/Sterile 9X25
1952-77-000 Advantage (TM) Screw/Cann/Sterile 9X30 *
1952-78-000 Advantage (TM) Screw/Cann/Sterile 9X35
1952-79-000 Advantage (TM) Screw/Cann/Sterile 9X40
1952-80-000 Advantage (TM) Screw/Non-Cann/Sterile 7X20
1952-81-000 Advantage (TM) Screw/Non-Cann/Sterile 7X25
1952-82-000 Advantage (TM) Screw/Non-Cann/Sterile 7X30
1952-83-000 Advantage (TM) Screw/Non-Cann/Sterile 7X35
1953-84-000 Advantage (TM) Screw/Non-Cann/Sterile 7X40
1952-85-000 Advantage (TM) Screw/Non-Cann/Sterile 9X20
1952-86-000 Advantage (TM) Screw/Non-Cann/Sterile 9X25
1952-87-000 Advantage (TM) Screw/Non-Cann/Sterile 9X30
1952-88-000 Advantage (TM) Screw/Non-Cann/Sterile 9X35
1952-89-000 Advantage (TM) Screw/Non-Cann/Sterile 9X40
1953-67-000 Advantage (TM) Screw/Cann/Non-Sterile 7X15
1953-69-000 Advantage (TM) Screw/Cann/Non-Sterile 9X15
1953-70-000 Advantage (TM) Screw/Cann/Non-Sterile 7X20
1953-71-000 Advantage (TM) Screw/Cann/Non-Sterile 7X25
1953-72-000 Advantage (TM) Screw/Cann/Non-Sterile 7X30
1953-73-000 Advantage (TM) Screw/Cann/Non-Sterile 7X35
- -----------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
DURA-KOLD ICE WRAPS
CATALOG NO. DESCRIPTION U/M PRICE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
3650-00-000 DURA-KOLD Collar Univ EA
3651-00-000 DURA-KOLD Neck Wrap Univ EA
3652-00-000 DURA-KOLD Dental/TMJ Univ EA
3653-00-000 DURA-KOLD Shoulder Reg Univ EA
3653-00-600 DURA-KOLD Shoulder/Hip Reg W/L EA
3653-08-000 DURA-KOLD Shoulder/Hip Wrap, Sm EA
3653-08-000 DURA-KOLD Shoulder/Hip Sm W/L EA
3654-00-000 DURA-KOLD Shoulder W/Rotr Cuff Univ EA
3654-00-000 DURA-KOLD Shoulder W/Rotr Cuff W/L EA
3655-00-000 DURA-KOLD Back Wrap EA
3655-00-600 DURA-KOLD Back Wrap W/L EA
3656-10-000 DURA-KOLD Pack 9 x 11 EA *
3656-12-000 DURA-KOLD Pack (Solid) 9 x 11 EA
3656-14-000 DURA-KOLD Pack 11 x 14 EA
3656-16-000 DURA-KOLD Pack (Solid) 11 x 14 EA
3657-00-000 DURA-KOLD Wrist & Elbow Univ EA
3657-00-600 DURA-KOLD Wrist & Elbow Wrap W/L EA
3658-00-000 DURA-KOLD Groin Univ EA
3659-00-000 DURA-KOLD Cpm Knee Wrap Univ EA
3659-00-000 DURA-KOLD Cpm Knee Wrap W/L EA
3660-10-000 DURA-KOLD Arthro Knee Wrap Std EA
3660-10-600 DURA-KOLD Arthro Knee Wrap Std W/L EA
3660-12-000 DURA-KOLD Arthro Knee Wrap Lg EA
3660-12-600 DURA-KOLD Arthro Knee Wrap Lg W/L EA
3660-14-000 DURA-KOLD Arthro Knee Wrap X-Lg EA
3660-14-600 DURA-KOLD Arthro Knee Wrap X-Lg W/L EA
- --------------------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions ommitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
M. KUROSAKA INTERFERENCE SCREW / M. KUROSAKA ADVANTAGE FIXATION SCREW
(Continued)
CATALOG NO. DESCRIPTION PRICE
- --------------------------------------------------------------------------------
<S> <C> <C>
1953-74-000 Advantage (TM) Screw/Cann/Non-Sterile 7x40
1953-75-000 Advantage (TM) Screw/Cann/Non-Sterile 9x20
1953-76-000 Advantage (TM) Screw/Cann/Non-Sterile 9x25
1953-77-000 Advantage (TM) Screw/Cann/Non-Sterile 9x30
1953-78-000 Advantage (TM) Screw/Cann/Non-Sterile 9x35
1953-79-000 Advantage (TM) Screw/Cann/Non-Sterile 9x40
1953-80-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 7x20
1953-81-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 7x25
1953-82-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 7x30 *
1953-83-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 7x35
1953-84-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 7x40
1953-85-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 9x20
1953-86-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 9x25
1953-87-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 9x30
1953-88-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 9x35
1953-89-000 Advantage (TM) Screw/Non-Cann/Non-Sterile 9x40
- --------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
DURA-KOLD ICE WRAPS
(Continued)
CATALOG NO. DESCRIPTION U/M PRICE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
3662-12-000 DURA-KOLD Leg & Arm Wrap Med EA
3662-12-600 DURA-KOLD Leg & Arm Wrap Med W/L EA
3662-16-000 DURA-KOLD Leg & Arm Wrap X-Lg EA
3663-10-000 DURA-KOLD Foot & Ankle Wrap Std EA
3663-10-600 DURA-KOLD Foot & Ankle Wrap Std W/L EA
3664-00-000 DURA-KOLD Vest Univ EA
3665-00-000 DURA-KOLD Ouch Pouch Univ EA
3666-10-000 DURA-KOLD Insulated Bag Sm EA *
3666-12-000 DURA-KOLD Insulated Bag Lg EA
3667-00-000 DURA-KOLD Surgical Foot Wrap EA
3667-00-600 DURA-KOLD Surgical Foot Wrap W/L EA
3675-00-000 DURA-KOLD Consumer Wrap 5 x 15 EA
3676-00-000 DURA-KOLD Consumer Wrap 8 x 22 EA
3680-02-000 DURA-KOLD Surgical Knee Siv W/2 Ice Insr EA
3680-04-000 DURA-KOLD Surgical Knee Siv W/4 Ice Insr EA
3680-20-000 DURA-KOLD Removable Ice Insr 24/Pkg PK
- ----------------------------------------------------------------------------------------------------------
</TABLE>
*Confidential portions omitted and filed separately with the Commission.
<PAGE>
DEPUY/R/ DEPUY INC DEPUY INTERNATIONAL LTD
PO Box 988 St Anthony's Road
700 Orthopaedic Drive Leeds LS11 8DT
Warsaw, IN 46581 0988 England
USA Telephone: +44(113)270 0461
Tel: 1 800 366 8143 Fax: +44(113)270 0239
<PAGE>
<TABLE>
P.O. BOX 550 NASHVILLE, TN 37202-0550
- --------------------------------------------------------------- TERMS AND CONDITIONS
<S> <C> <C>
____________________________ [ILLEGIBLE
BILL TO COLUMBIA HEALTHCARE CORP. DEPARTMENT NAME FINE PRINT]
CORPORATE ACCOUNTING
ONE PARK PLAZA ____________________________
P.O. BOX 550 REQUESTED BY Phone Ext.
NASHVILLE, TN 37202-0550
____________________________
LOCATION FOR ID#
HUM/ 5/15 CHARGE ACCT#
VENDOR WTS/ ISB/ SPECIAL INSTRUCTIONS
____________________________________________
DEPT. HEAD APPROVAL DATE
DATE SHIPPED TERM FOB VENDOR NO.
=====================================================================================================================
LINE ITEM NO. QUAN. U/M VENDOR CAT NO. DESCRIPTION TAX UNIT EXT. AMOUNT
PRICE
=====================================================================================================================
</TABLE>
VENDOR COPY
FOR OFFICIAL USE ONLY
It is understood that the prices offered to -------------------------------
Buyer or its affiliates are the lowest prices Name of Individual Authorized to
offered to anyone based on purchase volumes Purchase (Type or Print)
--------------------------------
Signature of Individual
Authorized to Purchase
<PAGE>
EXHIBIT "C"
-----------
COLUMBIA / HCA
MEMBERSHIP LISTING
Sorted Alphabetical by State
------------------------------------------------
LEGEND
- Acute - Acute Care/Med Surg facilities
- Alt Site - Alternate Site facilities
- Affl - Affiliated facilities
- Psy - Psychiatric facilities
------------------------------------------------
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY ADDRESS
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COLHCA AK ACUTE ALASKA REG HOSPITAL 2801 DEBARR ROAD
HTI AL ACUTE ANDALUSIA HOSPITAL 849 S. THREE NOTCH ST, P.O. BOX 760
HTI AL ACUTE CRESTWOOD ONE HOSPITAL DRIVE
COLHCA AL ACUTE EAST MONTGOMERY MED CTR 400 TAYLOR RD, P.O. BOX 241267
COLHCA AL ACUTE FLORENCE HOSPITAL 2111 CLOYD BLVD
HTI AL ACUTE FOUR RIVERS MEDICAL CENTER 1015 MEDICAL CENTER PKWY.
COLHCA AL ACUTE MEDICAL CENTER SHOALS 201 AVALON AVENUE, P.O. BOX 3359
COLHCA AL ACUTE MONTGOMERY REG MED CTR 301 SOUTH RIPLEY STREET
COLHCA AL ACUTE NORTHWEST MED CTR 715 HYW 43 NE, P.O. BOX 1089
HTI AR ACUTE DeQUEEN REGIONAL MEDICAL CTR 1300 HWY 70 WEST
COLHCA AR ACUTE DOCTORS - LITTLE ROCK 6101 WEST CAPITAL AVENUE
HTI AR ACUTE MEDICAL PARK HOSPITAL 2001 SOUTH MAIN STREET
HTI AZ ACUTE EL DORADO 1400 N WILMOT
COLHCA AZ ACUTE HEALTHWEST REG MED CTR 1947 EAST THOMAS ROAD
HTI AZ ACUTE NORTHWEST HOSPITAL 6200 N LA CHOLLA BLVD
COLHCA AZ ACUTE PARADISE VALLEY HOSPITAL 3929 EAST BELL ROAD, P.O. BOX 31370
HTI CA ACUTE CHINO VALLEY MEDICAL CENTER 5451 WALNUT AVENUE
HTI CA ACUTE HEALDSBURG GENERAL HOSPITAL 1375 UNIVERSITY AVENUE
COLHCA CA ACUTE HUNTINGTON BEACH MED CTR 17772 BEACH BLVD
COLHCA CA ACUTE LOS ROBLES REG MED CTR 215 W. JANSS ROAD, P.O. BOX 5086
HTI CA ACUTE MISSION BAY MEMORIAL HOSP. 3080 BUNKER HILL STREET
HTI CA ACUTE PALM DRIVE 501 PETALUMA AVE.
COLHCA CA ACUTE SAN LEANDRO HOSPITAL 13855 EAST 14TH STREET
COLHCA CA ACUTE WEST ANEHEIM MED CTR 3053 WEST ORANGE AVENUE
COLHCA CA ACUTE WEST HILLS REG MED CTR 7300 MEDICAL CENTER DRIVE
HTI CA ACUTE WEST SIDE HOSPITAL 910 SOUTH FAIRFAX AVENUE
COLHCA CO ACUTE AURORA REG MED CTR 1501 POTOMAC ST., P.O. BOX 47000
COLHCA CO ACUTE NORTH SUBURBAN MED CTR 9191 GRANT ST, P.O. BOX 291200
COLHCA FL ACUTE AVENTURA HOSPITAL & MED CTR 20900 BISCAYNE BLVD
COLHCA FL ACUTE BAYONET POINT/HUDSON MED CTR 14000 FIVAY ROAD
COLHCA FL ACUTE BRANDON HOSPITAL 119 OAKFIELD DRIVE
COLHCA FL ACUTE CEDARS MED CTR 1400 NW 12TH AVENUE
HTI FL ACUTE CLEARWATER COMMUNITY HOSP. 1521 EAST DRUID ROAD
COLHCA FL ACUTE COLUMBIA PARK MED CTR 818 SOUTH MAIN LANE
COLHCA FL ACUTE DADE CITY HOSPITAL 13100 FT. KING ROAD
COLHCA FL ACUTE DAYTONA MED CTR 400 N. CLYDE MORRIS BLVD, P.O. BOX 9000
COLHCA FL ACUTE DEERING HOSPITAL 9333 SW 152nd STREET
COLHCA FL ACUTE DOCTORS HOSP OF SARASOTA 2750 BAHIA VISTA STREET
HTI FL ACUTE EAST POINTE HOSPITAL 1500 LEE BLVD
HTI FL ACUTE EDWARD WHITE MEMORIAL 2323 9TH AVENUE N
COLHCA FL ACUTE ENGLEWOOD COMMUNITY HOSP 700 MEDICAL BLVD
COLHCA FL ACUTE FAWCETT MEMORIAL HOSPITAL 21298 OLEAN BLVD
COLHCA FL ACUTE FORT WALTON BEACH MED 1000 MAR-WALT DRIVE
COLHCA FL ACUTE GULF COAST HOSPITAL 449 WEST 23RD ST, P.O. BOX 15309
</TABLE>
<TABLE>
<CAPTION> FACILITY BED MAIN
GROUP CITY ZIP # CNT PHONE #
- -------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
COLHCA ANCHORAGE 99508 30201 238 907-276-1131
HTI ANDALUSIA 36340 339 77 205-222-8466
HTI HUNTSVILLE 35801 13 120 205-882-3100
COLHCA MONTGOMERY 36124-1767 30121 150 205-277-8330
COLHCA FLORENCE 33650 30104 155 205-767-8700
HTI SELMA 36701 46 214 205-672-8461
COLHCA MUSCLE SHOALS 35662 30108 128 205-386-1600
COLHCA MONTGOMERY 36104 30134 250 205-269-8000
COLHCA RUSSELLVILLE 35653 30110 100 205-552-1011
HTI DEQUEEN 71832 321 122 501-584-4111
COLHCA LITTLE ROCK 72205-9940 30401 341 501-661-4000
HTI HOPE 71801 71801 75 501-777-2323
HTI TUCSON 85712 116 166 602-886-6361
COLHCA PHOENIX 85016 30301 301 602-241-7600
HTI TUCSON 85741 694 150 602-742-9000
COLHCA PHOENIX 85046 30306 140 602-867-1881
HTI CHINO 91710 421 118 909-464-8600
HTI HEALDSBURG 95488 6171 49 707-431-6500
COLHCA HUNTINGTON BEACH 92547 30507 155 714-842-1475
COLHCA THOUSAND OAKS 91359-5086 30555 204 805-497-2727
HTI SAN DIEGO 92109 6174 150 619-274-7721
HTI SEBASTOBOL 95472 45 56 702-823-8511
COLHCA SAN LEANDRO 94578 30512 136 510-357-6500
COLHCA ANAHEIM 92804 30502 243 714-827-3000
COLHCA CONOOGA PARK 91307 30504 236 818-712-4110
HTI LOS ANGELES 90036 6163 91 213-938-3431
COLHCA AURORA 80047 30501 200 308-695-2600
COLHCA THORNTON 80229 30505 200 308-451-7800
COLHCA AVENTURA 33180 30920 458 305-932-0250
COLHCA HUDSON 34667 30951 256 813-863-2411
COLHCA BRANDON 33511 30917 250 813-681-5551
COLHCA MIAMI 33162 35932 885 305-325-5511
HTI CLEARWATER 34616 6198 120 813-447-4571
COLHCA ORLANDO 32501 30905 267 407-649-6111
COLHCA DADE CITY 33525 30907 120 904-567-6726
COLHCA DAYTONA BEACH 32120 30912 214 904-239-5000
COLHCA MIAMI 32157 35957 260 305-251-2500
COLHCA SARASOTA 34239 30961 168 813-366-1411
HTI LEHIGH ACRES 33936 408 88 813-369-2101
HTI ST. PETERSBURG 33713 367 167 813-323-1111
COLHCA ENGLEWOOD 34273-3978 35952 100 813-475-6571
COLHCA FORT CHARLOTTE 33952 35953 254 813-629-1181
COLHCA FT. WALTON BEACH 32547 30909 247 904-862-1111
COLHCA PANAMA CITY 32406-5309 30930 176 904-769-8341
</TABLE>
<PAGE>
================================================
LEGEND
COLUMBIA/HCA - Acute - Acute Care/Med Surg facilities
MEMBERSHIP LISTING - Alt Site - Alternate Site facilities
- Affl - Affiliated facilities
Sorted Alphabetical by State - Psy - Psychiatric facilities
===============================================
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY ADDRESS CITY ZIP
================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
COLHCA FL ACUTE GULF COAST HOSPITAL 13681 DOCTOR'S WAY FORT MYERS 33912-XXXX
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE HAMILTON COUNTY MEMORIAL 506 N.W. 4th ST., P.O. BOX 1300 JASPER 32052
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE HARBOUR SHORES HOSPITAL 1860 N. LAWNWOOD CIRCLE, P.O. BOX 1540 PORT PIERCE 34590
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE CENTRAL FLORIDA REGIONAL HOSP 1401 W. SEMINOLE BLVD. SANFORD 32771
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE KENDALL REG MED CTR 11750 BIRD ROAD MIAMI 33175-3530
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE LAKE CITY MEDICAL CENTER 1701 WEST DUVAL STREET LAKE CITY 32055
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE LARGO MED CTR 201 - 14th STREET, SW., P.O. BOX 2905 LARGO 34649-2905
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE LAWNWOOD REG MED CTR 1700 SOUTH 23rd ST., P.O. BOX 188 FORT PIERCE 34950-0188
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE L.W. BLAKE HOSPITAL 2020 - 59th STREET WEST, P.O. BOX 25004 BRADENTON 34205
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE MARION COMMUNITY HOSP 1431 SW FIRST AVE, P.O. BOX 2200 OCALA 32671-4338
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE MED CTR of PORT ST. LUCIE 1800 S.E. TIFFANY AVE. PORT ST. LUCIE 34952
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE MEMORIAL MED CTR 3625 UNIVERSITY BLVD. SO., P.O. BOX 16325 JACKSONVILLE 32216
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE MIAMI HEART INSTITUTE NORTH 250 - 63rd STREET MIAMI BEACH 33141
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE MIAMI HEART INSTITUTE SOUTH 4701 MERIDIAN AVENUE MIAMI BEACH 33140
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE NEW PART RICHEY HOSPITAL 5637 MARINE PKWY,. P.O. BOX 996 NEW PORT RICHEY 34656
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE NORTH FLORIDA REG MED 6500 NEWBERRY ROAD, P.O. BOX 137006 GAINESVILLE 32614-7005
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE NORTH OKALOOSA MED CTR 151 REDSTONE AVE. CRESTVIEW 32536
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE NORTHSIDE HOSPITAL 6000 - 49th STREET NORTH ST. PETERSBURG 33709
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE NORTHWEST REG HOSP 2801 N. STATE ROAD 7, P.O. BOX 639002 MARGATE 33063-9002
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE OAK HILL HOSPITAL 11375 CORTEZ BLVD., P.O. BOX 5300 SPRING HILL 34605
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE ORANGE PARK MED CTR 2001 KINGSLEY AVE. P.O. BOX 2000 ORANGE PARK 32067
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE OSCEOLA REG HOSPITAL 700 WEST OAK STREET KISSIMMEE 32741
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE PALM BEACHES MED CTR 2201 - 45th STREET WEST PALM BEACH 33407
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE PALM BEACH REGIONAL 2829 10TH AVENUE NORTH LAKE WORTH 33461
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE PALMS WEST 13001 STATE ROAD 80 LOXAHATCHEE 33470
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE PEMBROKE PINES HOSPITAL 2301 UNIVERSITY DRIVE PEMBROKE PINES 33024
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE PLANTATION GENERAL 401 N.W. 42ND AVENUE PLANTATION 33317
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE POMPANO BEACH MED CTR 800 S.W. THIRD STREET POMPANO BEACH 33060
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE PUTNAM COMMUNITY HOSP HWY 20 WEST., P.O. BOX 778 PALATKA 32178-0778
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE RAULERSON HOSPITAL 1796 HWY 441 N., P.O. BOX 1307 OKEECHOBEE 34973-1307
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE SANTA ROSA MEDICAL CENTER 1450 BERRY HILL ROAD MILTON 32570
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE SOUTH BAY 4016 STATE ROAD 674 SUN CITY CENTER 33570
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE SOUTH SEMINOLE 555 WEST STATE ROAD 434 LONGWOOD 32750
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE SOUTHWEST FLORIDA REGIONAL 2727 WINKLER AVENUE FORT MEYERS 33176
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE SPECIALTY HOSP. OF JACKSONVILLE 4901 RICHARD STREET JACKSONVILLE 32207
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE ST. PETERSBURG GENERAL HOSP 6500 - 38TH AVE NORTH, P.O. BOX 13096 ST. PETERSBURG 33710
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE TALLAHASSEE COMMUNITY HOSP 2626 CAPITAL MEDICAL BLVD. TALLAHASSEE 32308-4402
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE TWIN CITIES HOSPITAL 2190 HWY 85 N, P.O. BOX 3X64 NICEVILLE 32578-3164
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE UNIVERSITY HOSPITAL 7201 N UNIVERSITY DRIVE TAMARAC 33321
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE WEST FLORIDA REG MED CTR 8383 NORTH DAVIS HWY, P.O. BOX 18900 PENSACOLA 32523-8900
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE WEST SIDE REG MED CTR 8201 WEST BROWARD BLVD. PLANTATION 33324
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE WINTER PARK MEMORIAL HOSP 200 NORTH LAKEMONT AVE. WINTER PARK 32792
- --------------------------------------------------------------------------------------------------------------------------------
COLHCA FL ACUTE AUGUSTA REG MED CTR 3651 WHEELER ROAD AUGUSTA 3XXXX
- --------------------------------------------------------------------------------------------------------------------------------
HTI FL ACUTE BARROW MEDICAL CENTER 316 NORTH BROAD ST., P.O. BOX 768 WINDER 30X80
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
FACILITY BED MAIN
GROUP STATE TYPE FACILITY # CNT PHONE #
=======================================================================================
<S> <C> <C> <C> <C> <C> <C>
COLHCA FL ACUTE GOLF COAST HOSPITAL 35954 120 813-768-5000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE HAMILTON COUNTY MEMORIAL 36993 42 904-792-2101
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE HARBOUR SHORES HOSPITAL 30X59 60 407-466-1500
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE CENTRAL FLORIDA REGIONAL HOSP 30X53 226 407-321-4500
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE KENDALL REG MED CTR 35941 412 305-223-3000
- ---------------------------------------------------------------------------------------
HTI FL ACUTE LAKE CITY MEDICAL CENTER 6210 75 904-752-2922
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE LARGO MED CTR 30936 256 813-586-1411
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE LAWNWOOD REG MED CTR 30X32 335 407-461-4000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE L.W. BLAKE HOSPITAL 30X49 383 813-792-6611
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE MARION COMMUNITY HOSP 30927 190 904-732-2700
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE MED CTR of PORT ST. LUCIE 30X96 150 407-335-4000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE MEMORIAL MED CTR 36957 473 904-399-6111
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE MIAMI HEART INSTITUTE NORTH 3592X 273 305-672-1111
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE MIAMI HEART INSTITUTE SOUTH 35930 531 305-672-1111
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE NEW PART RICHEY HOSPITAL 30941 414 813-848-1733
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE NORTH FLORIDA REG MED 30918 267 904-333-4000
- ---------------------------------------------------------------------------------------
HTI FL ACUTE NORTH OKALOOSA MED CTR 165 110 904-689-X100
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE NORTHSIDE HOSPITAL 30X50 301 813-521-4411
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE NORTHWEST REG HOSP 30995 150 305-974-0X00
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE OAK HILL HOSPITAL 30997 150 904-596-6632
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE ORANGE PARK MED CTR 30913 224 908-276-8500
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE OSCEOLA REG HOSPITAL 30902 169 407-846-2X66
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE PALM BEACHES MED CTR 30923 250 407-842-6141
- ---------------------------------------------------------------------------------------
HTI FL ACUTE PALM BEACH REGIONAL 345 200 407-967-7800
- ---------------------------------------------------------------------------------------
HTI FL ACUTE PALMS WEST 477 107 407-796-3X00
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE PEMBROKE PINES HOSPITAL 35912 304 305-962-9650
- ---------------------------------------------------------------------------------------
HTI FL ACUTE PLANTATION GENERAL 56 264 305-587-5010
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE POMPAND BEACH MED CTR 30921 273 305-782-2000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE PUTNAM COMMUNITY HOSP 30929 161 904-328-5711
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE RAULERSON HOSPITAL 30X33 101 813-763-2151
- ---------------------------------------------------------------------------------------
HTI FL ACUTE SANTA ROSA MEDICAL CENTER 337 153 904-626-7762
- ---------------------------------------------------------------------------------------
HTI FL ACUTE SOUTH BAY 642 112 813-634-3301
- ---------------------------------------------------------------------------------------
HTI FL ACUTE SOUTH SEMINOLE 644 12X 407-767-1200
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE SOUTHWEST FLORIDA REGIONAL 35955 400 813-939-1147
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE SPECIALTY HOSP. OF JACKSONVILLE 36956 107 904-737-3120
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE ST. PETERSBURG GENERAL HOSP 30X01 219 813-384-1414
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE TAILAHASSEE COMMUNITY HOSP 30X54 180 904-656-5000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE TWIN CITIES HOSPITAL 30948 75 904-678-4131
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE UNIVERSITY HOSPITAL 35940 269 305-721-2200
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE WEST FLORIDA REG MED CTR 30XXX 547 904-494-4000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE WEST SIDE REG MED CTR 30XXX 204 305-473-6600
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE WINTER PARK MEMORIAL HOSP 35977 339 407-646-7000
- ---------------------------------------------------------------------------------------
COLHCA FL ACUTE AUGUSTA REG MED CTR 31008 374 706-863-3232
- ---------------------------------------------------------------------------------------
HTI FL ACUTE BARROW MEDICAL CENTER 6200 60 401-867-3400
- ---------------------------------------------------------------------------------------
</TABLE>
<PAGE>
===========================================
LEGEND
COLUMBIA / HCA - Acute - Acute Care/Med Surg facilities
MEMBERSHIP LISTING - Alt Site - Alternate Site facilities
- Affl - Affiliated facilities
Sorted Alphabetical by State - Psy - Psychiatric facilities
===========================================
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY ADDRESS CITY ZIP
=================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
COLHCA GA ACUTE CARTERSVILLE MED CTR 960 JOE FRANK HARRIS PKWY,P.O. BOX 200008 CARTERSVILLE
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE COLISEUM MED CTR 350 HOSPITAL DRIVE MACON 31213
- ---------------------------------------------------------------------------------------------------------------------------------
HTI GA ACUTE DOCTORS - COLUMBUS 616 19TH STREET COLUMBUS 31902
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE DUNWOODY MED CTR 4575 N SHALLOWFORD ROAD ATLANTA 30838
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE EASTSIDE MED CTR 1700 MEDICAL WAY, P.O. BOX 587 SNELLVILLE 30278
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE FAIRVIEW PARK HOSPITAL 200 INDUSTRIAL BLVD, P.O. BOX 1408 DUBLIN 31040-1405
- ---------------------------------------------------------------------------------------------------------------------------------
HTI GA ACUTE LANIER PARK REGIONAL HOSP 675 WHITE SULPHER ROAD GAINSVILLE 30501
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE METROPOLITAN HOSPITAL 3223 HOWELL MILL ROAD, N.W. ATLANTA 30827
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE NORTHLAKE REG MED CTR 1455 MONTREAL ROAD ATLANTA 30085
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE PALMYRA MED CTRS 2000 PALMYRA ROAD, P.O. BOX 1908 ALBANY 31708-1908
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE PARKWAY MED CTR 1000 THORNTON ROAD, P.O. BOX 570 LITHIA SPRINGS 30057
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE PEACHTREE RED HOSPITAL 60 HOSPITAL ROAD NEWNAN 30263
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE REDMOND REG MED CTR 501 REDMOND RD, P.O. BOX 107001 ROME 30164-7001
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA GA ACUTE WEST PACES MED CTR 3200 HOWELL MILL ROAD, NW ATLANTA 30127-4101
- ---------------------------------------------------------------------------------------------------------------------------------
HTI ID ACUTE EASTERN IDAHO REGIONAL 3100 CHANNING WAY IDAHO FALLS 83404
- ---------------------------------------------------------------------------------------------------------------------------------
HTI ID ACUTE WEST VALLEY MED CTR 1717 ARLINGTON AVE. CALDWELL 8360X-4864
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA IL ACUTE GRANT HOSPITAL of CHICAGO 550 WEST WEBSTER CHICAGO 60614
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA IL ACUTE HOFFMAN ESTATES MED CTR 1555 N BARRINGTON ROAD HOFFMAN ESTATES 60194
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA IL ACUTE MICHAEL REESE HOSP & MED CTR 2029 S ELLIS STREET CHICAGO 60616
- ---------------------------------------------------------------------------------------------------------------------------------
HTI IN ACUTE TERREHAUTE 601 HOSPITAL LANE TERREHAUTE 47X02
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA IN ACUTE THE WOMEN'S HOSP - INDIANAPOLIS 8111 TOWNSHIP LINE RD, P.O. BOX 80430 INDIANAPOLIS 46260
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KS ACUTE OVERLAND PARK REG MED CTR 10500 QUIVIRA ROAD OVERLAND PARK 66215
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KS ACUTE WESLEY MED CTR 550 N HILLSIDE AVE, P.O. BOX 47930 WICHITA 67201-7930
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KS ACUTE WESTERN PLAINS REG HOSPITAL 3001 AVENUE A. P.O. BOX 1478 DODGE CITY 67X01
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE AUDUBON REG MED CTR ONE AUDUBON PLAZA DRIVE LOUISVILLE 40217
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE BLUEGRASS REG MED CTR 299 KING'S DAUGHTERS DRIVE FRANKFORT 40601
- ---------------------------------------------------------------------------------------------------------------------------------
HTI KY ACUTE BOURBON GENERAL #9 LINVILLE DRIVE PARIS 40861
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE BROWN CANCER CTR 529 S. JACKSON STREET LOUISVILLE 40202
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE GREENVIEW HOSPITAL 1801 ASHLEY CIRCLE, P.O. BOX 90024 BOWLING GREEN 42101-9024
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE LAKE CUMBERLAND REG HOSPITAL 305 LANGDON STREET, P.O. BOX 620 SOMERSET 42501
- ---------------------------------------------------------------------------------------------------------------------------------
HTI KY ACUTE LOGAN MEMORIAL 1625 S. NASHVILLE ROAD RUSSELVILLE 42276
- ---------------------------------------------------------------------------------------------------------------------------------
HTI KY ACUTE MEADOWVIEW REGIONAL 989 WEST HWY 10 MAYSVILLE 41056
- ---------------------------------------------------------------------------------------------------------------------------------
HTI KY ACUTE PINELAKE MED CTR 1099 MEDICAL CENTER CIRCLE MAYFIELD 42066
- ---------------------------------------------------------------------------------------------------------------------------------
HTI KY ACUTE SCOTT GENERAL 1140 LEXINGTON ROAD GEORGETOWN 40824
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE SOUTHWEST HOSPITAL 9820 THIRD STREET ROAD LOUISVILLE 40272
- ---------------------------------------------------------------------------------------------------------------------------------
HTI KY ACUTE SPRING VIEW 3201 LORRETTA ROAD LEBANON 42066
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE SUBURBAN MED CTR 4001 DUTCHMANS LANE LOUISVILLE 40207
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA KY ACUTE UNIVERSITY of LOUISVILLE HOSP 530 S JACKSON STREET LOUISVILLE 40202
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE AVOYELLES HOSPITAL HWY 1191 BLUE TOWN RD, P.O. BOX 255 MARKSVILLE 71351
- ---------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE DAUTERIVE 600 N. LEWIS NEW IBERIA 70560
- ---------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE DOCTORS HOSP. - OPELOUSAS 5101 HIGHWAY 167 SOUTH OPELOUSAS 70570
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE HIGHLAND HOSPITAL 1453 E BERT XXXXX IND LOOP SHREVEPORT 71105-60XX
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE LAKE AREA MED CTR 4200 NELSON ROAD LAKE CHARLES 70605
- ---------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE LAKELAND MED CTR 6000 BULLARD ROAD, P.O. BOX 29487 NEW ORLEANS 70189
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
FACILITY BED MAIN
GROUP STATE TYPE FACILITY # CNT PHONE #
==========================================================================================
<S> <C> <C> <C> <C> <C> <C>
COLHCA GA ACUTE CARTERSVILLE MED CTR 31035 80 404-382-1530
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE COLISEUM MED CTR 31051 250 912-745-9461
- ------------------------------------------------------------------------------------------
HTI GA ACUTE DOCTORS - COLUMBUS 353 252 706-571-4262
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE DUNWOODY MED CTR 31024 168 404-454-2000
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE EASTSIDE MED CTR 31005 122 404-736-2572
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE FAIRVIEW PARK HOSPITAL 31054 190 912-275-2000
- ------------------------------------------------------------------------------------------
HTI GA ACUTE LANIER PARK REGIONAL HOSP 108 124 404-503-3000
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE METROPOLITAN HOSPITAL 31025 64 404-351-0500
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE NORTHLAKE REG MED CTR 31055 120 404-270-3000
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE PALMYRA MED CTRS 31050 248 912-434-2000
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE PARKWAY MED CTR 31053 320 404-732-7650
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE PEACHTREE RED HOSPITAL 31002 144 404-253-1912
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE REDMOND REG MED CTR 31052 201 705-291-0291
- ------------------------------------------------------------------------------------------
COLHCA GA ACUTE WEST PACES MED CTR 31056 294 404-351-0351
- ------------------------------------------------------------------------------------------
HTI ID ACUTE EASTERN IDAHO REGIONAL 310 246 208-529-6111
- ------------------------------------------------------------------------------------------
HTI ID ACUTE WEST VALLEY MED CTR 92 150 208-459-4641
- ------------------------------------------------------------------------------------------
COLHCA IL ACUTE GRANT HOSPITAL OF CHICAGO 31316 479 312-883-2000
- ------------------------------------------------------------------------------------------
COLHCA IL ACUTE HOFFMAN ESTATES MED CTR 31304 356 708-843-2000
- ------------------------------------------------------------------------------------------
COLHCA IL ACUTE MICHAEL REESE HOSP & MED CTR 31310 955 312-791-2000
- ------------------------------------------------------------------------------------------
HTI IN ACUTE TERREHAUTE 97 284 812-232-0021
- ------------------------------------------------------------------------------------------
COLHCA IN ACUTE THE WOMEN'S HOSP - INDIANAPOLIS 31402 182 317-875-5994
- ------------------------------------------------------------------------------------------
COLHCA KS ACUTE OVERLAND PARK REG MED CTR 31602 400 913-541-5000
- ------------------------------------------------------------------------------------------
COLHCA KS ACUTE WESLEY MED CTR 31608 760 316-688-2468
- ------------------------------------------------------------------------------------------
COLHCA KS ACUTE WESTERN PLAINS REG HOSPITAL 31601 100 316-225-8400
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE AUDUBON REG MED CTR 31702 480 502-636-7111
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE BLUEGRASS REG MED CTR 31768 190 502-875-5240
- ------------------------------------------------------------------------------------------
HTI KY ACUTE BOURBON GENERAL 319 60 606-987-3600
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE BROWN CANCER CTR 31732 0 502-562-3000
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE GREENVIEW HOSPITAL 31767 211 502-793-1000
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE LAKE CUMBERLAND REG HOSPITAL 31709 227 606-679-7441
- ------------------------------------------------------------------------------------------
HTI KY ACUTE LOGAN MEMORIAL 516 100 502-726-4011
- ------------------------------------------------------------------------------------------
HTI KY ACUTE MEADOWVIEW REGIONAL 595 111 606-759-5311
- ------------------------------------------------------------------------------------------
HTI KY ACUTE PINELAKE MED CTR 18 116 502-247-4288
- ------------------------------------------------------------------------------------------
HTI KY ACUTE SCOTT GENERAL 635 75 502-868-1213
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE SOUTHWEST HOSPITAL 31713 150 502-933-8100
- ------------------------------------------------------------------------------------------
HTI KY ACUTE SPRING VIEW 328 113 502-692-5150
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE SUBURBAN MED CTR 31701 380 502-893-1000
- ------------------------------------------------------------------------------------------
COLHCA KY ACUTE UNIVERSITY OF LOUISVILLE HOSP 31730 404 502-562-5000
- ------------------------------------------------------------------------------------------
COLHCA LA ACUTE AVO YELLES HOSPITAL 31801 55 318-253-8611
- ------------------------------------------------------------------------------------------
HTI LA ACUTE DAUTERIVE 431 105 318-365-7311
- ------------------------------------------------------------------------------------------
HTI LA ACUTE DOCTORS HOSP. - OPELOUSAS 6193 101 318-948-2100
- ------------------------------------------------------------------------------------------
COLHCA LA ACUTE HIGHLAND HOSPITAL 31833 126 318-798-4300
- ------------------------------------------------------------------------------------------
COLHCA LA ACUTE LAKE AREA MED CTR 31822 80 318-474-6370
- ------------------------------------------------------------------------------------------
COLHCA LA ACUTE LAKELAND MED CTR 31817 130 504-241-6335
- ------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
===========================================
LEGEND
COLUMBIA / HCA - Acute - Acute Care/Med Surg facilities
MEMBERSHIP LISTING - Alt Site - Alternate Site facilities
- Affl - Affiliated facilities
Sorted Alphabetical by State - Psy - Psychiatric facilities
===========================================
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY ADDRESS CITY ZIP
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
HTI LA ACUTE LAKESIDE 4700 I-10 SERVICE ROAD METAIRIE 70001
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE LAKEVIEW MEDICAL CENTER ONE PARK PLACE COVINGTON 70434
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE LOUISIANA MATERIALS MANAGEMENT CTR 100 EAST COLEMAN AVENUE HAMMOND 70401
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE MEDICAL CENTER OF SW LA 2810 AMBASSADOR CAFFERY PKWY. LAFAYETTE 70506
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE MEDICAL CTR BATON ROUGE 17000 MEDICAL CTR DRIVE BATON ROUGE 70816
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE NORTH MONROE HOSPITAL 3421 MEDICAL PARK DR., P.O. BOX 7050 MONROE 71211-7050
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE OAKDALE COMMUNITY HOSPITAL 130 N. HOSPITAL DRIVE, P.O. BOX 629 OAKDALE 71463
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE RAPIDES GENERAL HOSPITAL 211 FOURTH STREET, P.O. BOX 30101 ALEXANDRIA 71301
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE RIVER VIEW MEDICAL CENTER 1125 WEST LOUISIANA HIGHWAY 30 GONZALES 70737
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE SAVOY MEDICAL CTR 801 POINCIANA AVENUE MAMOU 70554
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE SPRINGHILL MED CTR 2001 DOCTORS DRIVE, P.O. BOX 917 SPRINGHILL 71075
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE TULANE UNIVERSITY HOSP & CLINIC 1415 TULANE AVENUE NEW ORLEANS 70112
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE VILLE PIATTE MED CTR 800 E. MAIN STREET, P.O. BOX 349 VILLE PLATTE 70586
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA LA ACUTE WINN PARISH MED CTR 301 BOUNDARY STREET, P.O. BOX 152 WINNFIELD 71483
- ----------------------------------------------------------------------------------------------------------------------------------
HTI LA ACUTE WOMEN'S AND CHILDREN'S HOSP 4600 AMBASSADOR CAFFERY PKWY LAFAYETTE 70508
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA MO ACUTE INDEPENDENCE REG HEALTH CTR 1509 W. TRUMAN ROAD INDEPENDENCE 64050
- ----------------------------------------------------------------------------------------------------------------------------------
HTI MO ACUTE SPRINGFIELD COMMUNITY HOSP 3535 SOUTH NATIONAL AVENUE SPRINGFIELD 65807
- ----------------------------------------------------------------------------------------------------------------------------------
HTI MS ACUTE GARDENPARK COMMUNITY HOSP 1520 BROAD AVENUE GULFPORT 39501
- ----------------------------------------------------------------------------------------------------------------------------------
HTI MS ACUTE VICKSBURG 1111 N. FRONTAGE ROAD VICKSBURG 39181
- ----------------------------------------------------------------------------------------------------------------------------------
HTI NC ACUTE BRUNSWICK HOSPITAL HIGHWAY 17 SUPPLY 28462
- ----------------------------------------------------------------------------------------------------------------------------------
HTI NC ACUTE DAVIS COMMUNITY OLD MOCKSVILLE ROAD STATESVILLE 28677
- ----------------------------------------------------------------------------------------------------------------------------------
HTI NC ACUTE HERITAGE 111 HOSPITAL DRIVE TARBORO 27886
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NC ACUTE HIGHSMITH-RAINEY MEMORIAL HOSP 150 ROBESON STREET FAYETTEVILLE 28301-5570
- ----------------------------------------------------------------------------------------------------------------------------------
HTI NC ACUTE PRESBYTERIAN ORTHOPAEDIC 1901 RANDOLPH ROAD CHARLOTTE 28207
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NC ACUTE RALEIGH COMMUNITY HOSPITAL 3400 WAKE FOREST ROAD, P.O.BOX 28280 RALEIGH 27611-8250
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NH ACUTE PARKLAND MED CTR ONE PARKLAND DRIVE DERRY 08088
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NH ACUTE PORTSMOUTH REG HOSPITAL 343 BORTHWICK AVE., P.O. BOX 7004 PORTSMOUTH 05802-7004
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NM ACUTE GUADALUPE MED CTR 2430 WEST PIERCE STREET CARLSBAD 88220-3597
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NM ACUTE LEA REGIONAL HOSPITAL 5419 N. LOVINGTON HWY., P.O. BOX 3000 HOBBS 88240-3000
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NV ACUTE SUNRISE CHILDREN'S HOSPITAL 3186 MARYLAND PARKWAY LAS VEGAS 89109
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA NV ACUTE SUNRISE HOSPITAL & MED CTR 3186 MARYLAND PARKWAY LAS VEGAS 89109
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OK ACUTE CLAREMORE REGIONAL HOSPITAL 1202 NORTH MUSKOGEE STREET CLAREMORE 74017
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OK ACUTE DOCTORS MEDICAL CENTER 2323 SOUTH HARVARD TULSA 74114
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OK ACUTE EDMOND REGIONAL MED CTR 1 SOUTH BRYANT EDMOND 73084
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA OK ACUTE PRESBYTERIAN HOSPITAL 700 N.E. 13TH STREET OKLAHOMA CITY 73701-5070
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OK ACUTE SOUTHWESTERN MEDICAL CENTER 5602 S.W. LEE BLVD LAWTON 73506
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA OK ACUTE ST. MARY'S HOSPITAL 306 SOUTH FIFTH AVE., P.O. BOX 232 ENID 73701-5899
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OK ACUTE WAGONER COMMUNITY 1200 WEST CHEROKEE WAGONER 74467
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OR ACUTE DOUGLAS COMMUNITY 738 WEST HARVARD BLVD. ROSEBURG 97470
- ----------------------------------------------------------------------------------------------------------------------------------
HTI OR ACUTE MCMINNVILLE COMMUNITY 600 S. BAKER STREET MCMINNVILLE 97128-6498
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA SC ACUTE AIKIN REGIONAL MED CTR 202 UNIVERSITY PKWY., P.O. BOX 1117 AIKEN 29802
- ----------------------------------------------------------------------------------------------------------------------------------
HTI SC ACUTE CHESTERFIELD GENERAL HIGHWAY 9 CHERAW 29520
- ----------------------------------------------------------------------------------------------------------------------------------
HTI SC ACUTE COLLETON REGIONAL 501 ROBERTSON BLVD WALTERBORO 29488
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA SC ACUTE GRAND STRAND GENERAL HOSPITAL 809-82nd-PKWY., P.O. BOX 7500 DUNES MYRTE BEACH 29572
STATION
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY FACILITY BED MAIN
# CNT PHONE #
=====================================================================================================
<S> <C> <C> <C>
HTI LA ACUTE LAKESIDE 34 504-885-3333
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE LAKEVIEW MEDICAL CENTER 6194 104 504-892-5900
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE LOUISIANA MATERIALS MANAGEMENT CTR 504-542-2022
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE MEDICAL CENTER OF SW LA 450 166 318-981-2949
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE MEDICAL CTR BATON ROUGE 666 228 504-752-2470
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE NORTH MONROE HOSPITAL 31834 220 318-388-1946
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE OAKDALE COMMUNITY HOSPITAL 31803 60 318-825-3700
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE RAPIDES GENERAL HOSPITAL 31840 309 318-473-3000
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE RIVER VIEW MEDICAL CENTER 6201 104 304-647-3000
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE SAVORY MEDICAL CTR
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE SPRINGHILL MED CTR 31806 86 318-539-9161
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE TULANE UNIVERSITY HOSP & CLINIC 269
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE VILLE PIATTE MED CTR 31806 124 318-363-5684
- -----------------------------------------------------------------------------------------------------
COLHCA LA ACUTE WINN PARISH MED CTR 31802 103 318-628-2721
- -----------------------------------------------------------------------------------------------------
HTI LA ACUTE WOMEN'S AND CHILDREN'S HOSP 637 70 318-981-9100
- -----------------------------------------------------------------------------------------------------
COLHCA MO ACUTE INDEPENDENCE REG HEALTH CTR 32501 366 816-836-8100
- -----------------------------------------------------------------------------------------------------
HTI MO ACUTE SPRINGFIELD COMMUNITY HOSP 6231 200 417-882-4700
- -----------------------------------------------------------------------------------------------------
HTI MS ACUTE GARDENPARK COMMUNITY HOSP 6211 120 601-864-4210
- -----------------------------------------------------------------------------------------------------
HTI MS ACUTE VICKSBURG 625 144 601-636-2611
- -----------------------------------------------------------------------------------------------------
HTI NC ACUTE BRUNSWICK HOSPITAL 480 60 910-754-8121
- -----------------------------------------------------------------------------------------------------
HTI NC ACUTE DAVE COMMUNITY 593 149 704-873-0281
- -----------------------------------------------------------------------------------------------------
HTI NC ACUTE HERITAGE 614 127 919-641-7700
- -----------------------------------------------------------------------------------------------------
COLHCA NC ACUTE HIGHSMITH-PLAINEY MEMORIAL HOSP 33312 150 910-609-1100
- -----------------------------------------------------------------------------------------------------
HTI NC ACUTE PRESBYTERIAN ORTHOPAEDIC 461 166 704-375-6792
- -----------------------------------------------------------------------------------------------------
COLHCA NC ACUTE RALEIGH COMMUNITY HOSPITAL 33311 230 919-954-3000
- -----------------------------------------------------------------------------------------------------
COLHCA NH ACUTE PARKLAND MED CTR 32905 86 608-432-1500
- -----------------------------------------------------------------------------------------------------
COLHCA NH ACUTE PORTSMOUTH REG HOSPITAL 32902 144 608-436-5110
- -----------------------------------------------------------------------------------------------------
COLHCA NM ACUTE GUADALUFE MED CTR 33101 138 506-887-4100
- -----------------------------------------------------------------------------------------------------
COLHCA NM ACUTE LEA REGIONAL HOSPITAL 33102 250 505-392-6581
- -----------------------------------------------------------------------------------------------------
COLHCA NV ACUTE SUNRISE CHILDREN'S HOSPITAL 32801 0 702-731-8000
- -----------------------------------------------------------------------------------------------------
COLHCA NV ACUTE SUNRISE HOSPITAL & MED CTR 32801 688 702-731-8000
- -----------------------------------------------------------------------------------------------------
HTI OK ACUTE CLAREMORE REGIONAL HOSPITAL 6216 101 918-341-2556
- -----------------------------------------------------------------------------------------------------
HTI OK ACUTE DOCTORS MEDICAL CENTER 6223 221 918-744-4000
- -----------------------------------------------------------------------------------------------------
HTI OK ACUTE EDMOND REGIONAL MED CTR 136 98 405-341-6100
- -----------------------------------------------------------------------------------------------------
COLHCA OK ACUTE PRESBYTERIAN HOSPITAL 33608 396 405-271-5100
- -----------------------------------------------------------------------------------------------------
HTI OK ACUTE SOUTHWESTERN MEDICAL CENTER 6241 109 405-531-4700
- -----------------------------------------------------------------------------------------------------
COLHCA OK ACUTE ST. MARY'S HOSPITAL 33609 277 405-233-6100
- -----------------------------------------------------------------------------------------------------
HTI OK ACUTE WAGONER COMMUNITY 368 100 918-485-5514
- -----------------------------------------------------------------------------------------------------
HTI OR ACUTE DOUGLAS COMMUNITY 169 98 509-673-6641
- -----------------------------------------------------------------------------------------------------
HTI OR ACUTE MCMINNVILLE COMMUNITY 49 73 509-472-6131
- -----------------------------------------------------------------------------------------------------
COLHCA SC ACUTE AIKIN REGIONAL MED CTR 34007 225 808-641-5000
- -----------------------------------------------------------------------------------------------------
HTI SC ACUTE CHESTERFIELD GENERAL 391 72 808-537-7881
- -----------------------------------------------------------------------------------------------------
HTI SC ACUTE COLLETON REGIONAL 391 145 808-549-6371
- -----------------------------------------------------------------------------------------------------
COLHCA SC ACUTE GRAND STRAND GENERAL HOSPITAL 34008 172 808-449-4411
- -----------------------------------------------------------------------------------------------------
</TABLE>
PAGE 4
<PAGE>
===========================================
LEGEND
COLUMBIA / HCA - Acute - Acute Care/Med Surg facilities
MEMBERSHIP LISTING - Alt Site - Alternate Site facilities
- Affl - Affiliated facilities
Sorted Alphabetical by State - Psy - Psychiatric facilities
===========================================
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY ADDRESS CITY ZIP
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
HTI SC ACUTE MARLBORO PARK RT.4 HWY.9 BENNETTSVILLE 29512
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA SC ACUTE SUMMERVILLE MED CTR 295 MIDLAND PARKWAY SUMMERVILLE 29485
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA SC ACUTE TRIDENT REGIONAL MED CTR 9330 MEDICAL PLAZA DRIVE CHARLESTON 29405-9195
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE ATHENS COMMUNITY HOSPITAL 1114 WEST MADISON AVE. P.O. BOX 250 ATHENS 37371-0250
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE CENTENNIAL MED CTR at PARK VIEW 2300 PATTERSON ST., P.O. BOX 1225 NASHVILLE 37202-1225
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE CROCKETT U.S. HWY. 43 SOUTH LAWRENCEBURG 38464
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE EAST RIDGE HOSPITAL 941 SPRING CREEK ROAD EAST RIDGE 37412
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE HENDERSONVILLE 355 NEW SHACKLE ISLAND ROAD HENDERSONVILLE 37075
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE INDIAN PATH MEDICAL CTR 2000 BROOKSIDE DRIVE KINGSPORT 37660-4682
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE JOHNSON CITY SPECIALTY HOSP. 208 E. WATAUGA AVE JOHNSON CITY 37602
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE LIVINGSTON REGIONAL 315 OAK STREET LIVINGSTON 38570
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE NASHVILLE MEMORIAL HOSPITAL 612 WEST DUE WEST AVENUE NASHVILLE 37115
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE NORTHSIDE 401 PRINCETON ROAD JOHNSON CITY 37601
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE PARKRIDGE MED CTR 2333 McCALLIE AVENUE CHATTANOOGA 37404-3285
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE REGIONAL HOSPITAL of JACKSON 367 HOSPITAL BLVD. P.O. BOX 3310 JACKSON 38305-0810
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE RIVER PARK 1510 SPARTA STREET MCMINNVILLE 37110
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE SMITH COUNTY NORTH MAIN STREET CARTHAGE 37080
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE SOUTH PITTSBURG 210 W. 12TH STREET SOUTH PITTSBURG 37380
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE SOUTHERN HILLS MED CTR 391 WALLACE ROAD, P.O. BOX 111359 NASHVILLE 37211
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE SOUTHERN TN MED CTR 185 HOSPITAL ROAD WINCHESTER 37398
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE STONES RIVER DOOLITTLE ROAD WOODBURY 37190
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE SUMMIT MED CTR 5655 FIRST BLVD. HERMITAGE 37076
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE SYCAMORE SHOALS 1501 WEST ELK AVENUE ELIZABETHTON 37643
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TN ACUTE TRINITY MAIN STREET ERIN 37061
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TN ACUTE VOLUNTEER GENERAL HOSPITAL 161 MT. PELIA RD, P.O. BOX 967 MARTIN 38237
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE ALICE PHYSICIAN & SURGEONS 300 EAST THIRD STREET ALICE 78332
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE ALVIN COMMUNITY HOSP 301 MEDIC LANE ALVIN 77511
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE ANGELO COMMUNITY HOSPITAL 3501 KNICKERBOCKER ROAD SAN ANGELO 76904-7698
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE ARLINGTON MED CTR 3301 MATLOCK ROAD ARLINGTON 76015
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE AUSTIN DIAGNOSTIC CENTER 911 W. 36TH, SUITE 200 AUSTIN 76706
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BAY AREA MED CTR 7101 S. PADRE ISLAND DRIVE CORPUS CHRISTI 76412
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE BAYSHORE MEDICAL CENTER 4000 SPENCER HWY. PASADENA 77504
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BEAUMONT REGIONAL MED CTR 3080 COLLEGE ST., P.O. BOX 5817 BEAUMONT 77626-5817
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BELAIRE GENERAL HOSPITAL 5314 DASHWOOD HOUSTON 77081
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BRAZOS VALLEY MED CTR 1604 ROCK PRAIRIE ROAD COLLEGE STATION 77842-3500
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE BROWNWOOD REGIONAL BURNETTE CARMICHAEL BROWNWOOD 76801
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE CLEAR LAKE REG MED CTR 500 MEDICAL CENTER BLVD WEBSTER 77598
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE COASTAL BEND HOSPITAL 1711 WEST WHEELER AVENUE ARKANSAS PASS 78336
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE COLUMBIA MED CTR - WEST 1801 N OREGON EL PASO 79902
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE COLUMBIA MED CTR - EAST 10801 GATEWAY BLVD WEST EL PASO 79925
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE CORONADO ONE MEDICAL PLAZA PAMPA 79065
- ----------------------------------------------------------------------------------------------------------------------------------
COLHCA TX ACUTE DENTON COMMUNITY HOSPITAL 207 NORTH BONNIE BRAE DENTON 76201
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE DENTON REGIONAL MED CTR 404 NORTH I-35 DENTON 76201
- ----------------------------------------------------------------------------------------------------------------------------------
HTI TX ACUTE DETAR 506 E. SAN ANTONIO STREET VICTORIA 77901
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY FACILITY BED MAIN
# CNT PHONE #
=====================================================================================================
<S> <C> <C> <C> <C> <C> <C>
HTI SC ACUTE MARLBORO PARK 404 111 808-479-2681
- -----------------------------------------------------------------------------------------------------
COLHCA SC ACUTE SUMMERVILLE MED CTR 34005 100 808-832-5000
- -----------------------------------------------------------------------------------------------------
COLHCA SC ACUTE TRIDENT REGIONAL MED CTR 34001 361 808-797-7000
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE ATHENS COMMUNITY HOSPITAL 34226 118 615-745-1411
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE CENTENNIAL MED CTR at PARK VIEW 34222 241 615-342-4700
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE CROCKETT 63 106 615-762-6571
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE EAST RIDGE HOSPITAL 34206 128 615-894-7870
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE HENDERSONVILLE 447 120 615-264-4000
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE INDIAN PATH MEDICAL CTR 34225 295 615-392-7000
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE JOHNSON CITY SPECIALTY HOSP. 603 38 615-926-1111
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE LIVINGSTON REGIONAL 4 106 615-823-5611
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE NASHVILLE MEMORIAL HOSPITAL 6020 314 615-865-3511
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE NORTHSIDE 351 154 615-282-4111
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE PARKRIDGE MED CTR 34224 296 615-696-6061
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE REGIONAL HOSPITAL of JACKSON 34229 166 901-661-2000
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE RIVER PARK 24 89 615-473-8411
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE SMITH COUNTY 8 66 615-735-1560
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE SOUTH PITTSBURG 658 60 615-837-6781
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE SOUTHERN HILLS MED CTR 34242 180 615-781-4100
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE SOUTHERN MED CTR 16 212 615-967-8200
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE STONES RIVER 194 85 615-563-4001
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE SUMMIT MED CTR 34223 218 615-316-3000
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE SYCAMORE SHOALS 181 128 615-542-1300
- -----------------------------------------------------------------------------------------------------
HTI TN ACUTE TRINITY 17 40 615-289-4124
- -----------------------------------------------------------------------------------------------------
COLHCA TN ACUTE VOLUNTEER GENERAL HOSPITAL 34231 100 901-587-4261
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE ALICE PHYSICIAN & SURGEONS 6237 131 512-664-4376
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE ALVIN COMMUNITY HOSP 6214 86 713-331-6141
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE ANGELO COMMUNITY HOSPITAL 165
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE ARLINGTON MED CTR 34309 287 817-465-3241
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE AUSTIN DIAGNOSTIC CENTER 6044 512-835-1111
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BAY AREA MED CTR 39333 132 512-985-1200
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE BAYSHORE MEDICAL CENTER 9 394 713-944-6666
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BEAUMONT REGIONAL MED CTR 34314 250 409-833-1411
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BELAIRE GENERAL HOSPITAL 39322 349 713-669-4000
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE BRAZOS VALLEY MED CTR 34306 100 409-764-5100
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE BROWNWOOD REGIONAL 376 218 915-646-8541
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE CLEAR LAKE REG MED CTR 34336 459 713-332-2511
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE COASTAL BEND HOSPITAL 6221 75 512-758-8585
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE COLUMBIA MED CTR - WEST 39307 252 915-521-1200
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE COLUMBIA MED CTR - EAST 39309 235 915-595-9000
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE CORONADO 184 126 805-665-3721
- -----------------------------------------------------------------------------------------------------
COLHCA TX ACUTE DENTON COMMUNITY HOSPITAL 34377 104 817-898-7000
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE DENTON REGIONAL MED CTR 6251 195 817-566-4000
- -----------------------------------------------------------------------------------------------------
HTI TX ACUTE DETAR 64 308 512-575-7441
- -----------------------------------------------------------------------------------------------------
</TABLE>
PAGE 5
<PAGE>
<TABLE>
<CAPTION>
<C> <C> <S>
============================================
06-Apr-95 COLUMBIA / HCA LEGEND
11:47 AM MEMBERSHIP LISTING - Acute - Acute Care/Med Surg facilities
- Alt Site - Alternate Site facilities
Sorted Alphabetical by State - Affl - Affiliated facilities
- Psy - Psychiatric facilities
===========================================
</TABLE>
<TABLE>
<CAPTION>
GROUP STATE TYPE FACILITY ADDRESS CITY ZIP FACILITY BED MAIN
# CNT PHONE #
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HTI TX ACUTE DOCTORS-CONROE 3205 WEST DAVIS CONROE 77304 437 135 409-756-0631
COLHCA TX ACUTE DOCTORS REGIONAL MED CTR 3315 SOUTH ALAMEDA CORPUS CRISTI 78411 34331 271 512-857-1400
HTI TX ACUTE DOCTORS HOSP.-LAREDO 500 EAST MANN ROAD LAREDO 76041 6222 96 210-723-1131
HTI TX ACUTE EL CAMPO 300 SANDY CORNER ROAD EL CAMPO 77437 6011 41 409-532-2500
HTI TX ACUTE FORT BEND COMM HOSP. 3800 F. M. 1092 AT HIGHWAY 6 MISSOURI CITY 77459 6228 80 713-499-4800
HTI TX ACUTE GILMER 712 NORTH WOOD GILMER 75644 6012 46 908-758-1818
HTI TX ACUTE GULF COAST MEDICAL CENTER 1400 HWY. 59 BYPASS WHARTON 77488 536 161 409-532-2500
HTI TX ACUTE KATY MEDICAL CENTER 5602 MEDICAL CENTER DRIVE KATY 77494 6229 100 713-392-1111
COLHCA TX ACUTE LEWISVILLE MED CTR HOSPITAL 500 WEST MAIN STREET LEWISVILLE 75067 34372 146 214-420-1000
HTI TX ACUTE LONGVIEW REGIONAL 2901 N 4TH STREET LONGVIEW 75601
-1903 152 100 905-758-1818
HTI TX ACUTE MAINLAND CENTER HOSPITAL 6801 E.F. LOWRY EXPRESSWAY TEXAS CITY 77591 6220 320 409-938-5000
COLHCA TX ACUTE MEDICAL CENTER HOSPITAL 8081 GREENBRIAR STREET HOUSTON 77064
-1807 34332 281 713-790-8100
COLHCA TX ACUTE MEDICAL CITY DALLAS HOSPITAL 7777 FOREST LANE DALLAS 75230 34325 555 214-661-7000
COLHCA TX ACUTE MEDICAL CENTER PLANO 3901 WEST 15TH STREET PLANO 75075
-7738 34310 267 214-598-6800
HTI TX ACUTE MEDICAL ARTS HOSPITAL - DALLAS 6161 HARRY HINES BLVD. DALLAS 75235 6233 71 214-688-1111
HTI TX ACUTE MEDICAL ARTS HOSPITAL - TEXARK 2501 COLLEGE DRIVE TEXARKANA 75501 6245 110 905-798-5100
HTI TX ACUTE MEDICAL CENTER HOSPITAL 3205 WEST DAVIS CONROE 77304 6437 182 409-539-1111
HTI TX ACUTE MEDICAL PLAZA HOSPITAL 1111 GALLAGHER ROAD SHERMAN 75090 6234 176 905-870-7000
COLHCA TX ACUTE METROPOLITAN HOSPITAL 1310 McCULLOUGH AVENUE SAN ANTONIO 76212 34392 273 210-271-2200
HTI TX ACUTE MIDWAY PARK MEDICAL CTR. 2600 W. PLEASANT RUN ROAD LANCASTER 75146 475 90 214-223-9600
COLHCA TX ACUTE NAVARRO REGIONAL HOSPITAL 3201 WEST HIGHWAY 22 CORSICANA 75110
-2441 34324 185 905-872-4861
COLHCA TX ACUTE NORTH HILLS HOSPITAL 4401 BOOTH CALLOWAY ROAD NORTH RICHLAND 76180
HILLS -7399 34329 152 817-284-1431
HTI TX ACUTE NORTH TEXAS MEDICAL CENTER 1801 NORTH GRAVES STREET MCKINNEY 75069 6217 168 214-548-3000
HTI TX ACUTE NORTHEAST COMMUNITY 1301 AIRPORT FREEWAY BEDFORD 76021 452 200 817-283-6700
HTI TX ACUTE PARKVIEW HOSPITAL 7407 N FREEWAY HOUSTON 77076 76 713-697-2631
HTI TX ACUTE PARKWAY HOSPITAL 233 W PARKER ROAD HOUSTON 77076 6236 180 713-697-2631
COLHCA TX ACUTE PLAZA MED CTR - EAST 1401 SOUTH MAIN STREET FORT WORTH 76104 39359 475 817-347-4700
COLHCA TX ACUTE PLAZA MED CTR - WEST 900 EIGHTH AVENUE FORT WORTH 76104
-3986 34318 338 817-336-2100
COLHCA TX ACUTE RIO GRANDE REG HOSPITAL 101 EAST RIDGE RD.,
P.O. BOX 4677 McALLEN 76503 34321 220 210-632-6000
HTI TX ACUTE RIVERSIDE HOSPITAL 13725 FARM ROAD 624
SUITE 101 CORPUS CRISTI 76410 6238 89 512-767-4300
COLHCA TX ACUTE ROSEWOOD MED CTR 9200 WESTHEIMER ROAD HOUSTON 77063 39319 235 713-780-7900
HTI TX ACUTE ROUND ROCK COMM HOSP. 2400 ROUND ROCK AVENUE ROUND ROCK 78681 6240 75 512-255-6066
COLHCA TX ACUTE SAN ANTONIO REG HOSPITAL 8026 FLOYD CURL DRIVE SAN ANTONIO 78229 34335 416 210-692-8110
COLHCA TX ACUTE SILSEE DOCTORS HOSPITAL HWY 418 WEST, P.O. BOX 1206 SILSBEE 77656 39321 69 409-385-5531
COLHCA TX ACUTE SOUTH AUSTIN MED CTR 901 W. BEN WHITE BLVD,
P.O. BOX 18506 AUSTIN 78704 34320 164 512-447-2211
COLHCA TX ACUTE South Texas Ambulatory 9150 Huebner Road, SAN ANTONIO 78240
Surgery Hospital Suite 100 -1546 210/561-7250
COLHCA TX ACUTE SOUTHWEST TEXAS METHODIST 7700 FLOYD CURL DRIVE SAN ANTONIO 78229
HOSP. -3993 39385 573 210-692-4000
COLHCA TX ACUTE SPRING BRANCH MED CTR 8850 LONG POINT RD., HOUSTON 77255
P.O. BOX 55227 -5227 34357 540 713-467-6555
COLHCA TX ACUTE SPRING GRANCH MED CTR 1501 PECH ROAD HOUSTON 77065
HTI TX ACUTE SUNBELT REGIONAL 13111 EAST FREEWAY HOUSTON 77015 460 177 713-455-6911
COLHCA TX ACUTE Surgion Specialty Hospital 7401 SOUTH MAIN 76404
CORPUS CRISTI -2207 512/882-3204
HTI TX ACUTE TERRELL COMMUNITY HOSPITAL 1551 HIGHWAY 34 SOUTH TERRELL 75160 6243 73 214-551-6895
COLHCA TX ACUTE TOPS Surgical Specialty 17080 Red Oak Drive, 77273
Hospital P.O. Box 73409 HOUSTON -3400 713/444-0065
HTI TX ACUTE VALLEY REGIONAL MEDICAL CTR. 1 TED HUNT BLVD. BROWNSVILLE 78521 187 92 210-831-9611
</TABLE>
PAGE 6
<PAGE>
EXHIBIT D
----------
TERMS AND PROVISIONS
--------------------
1. PRICING & BILLING:
------------------
Seller represents that the prices charged for the products purchased
hereunder, net of all discounts, do not exceed Seller's net prices for
the particular products at the time and place purchased, by the same
methods of delivery, sold as those products or conveyed to the same
class of purchasers at the same volume, Seller shall promptly calculate
the charges incurred by Buyer hereunder and render a written invoice to
Buyer containing an itemized statement of all such charges.
2. INDEMNITY:
----------
Seller agrees to and does hereby indemnify and hold Buyer, their
successors, assigns, directors, officers, agents, and employees harmless
from and against any and all liabilities, demands, claims, suits,
losses, damages, causes of action, fines, amounts paid in settlement or
judgments including costs, reasonable attorney's fees and witnesses'
fees and expenses incident thereto, which may be suffered by reason of
any loss, damage or injury arising out of defective articles furnished
by Seller pursuant to this agreement or any negligent acts or omissions
of Seller's employees, occurring on Buyer's premise in providing
services directly to Buyer, unless the loss, damage or injury was caused
by reason of Buyer's negligence or fault. If said loss, damage, death or
injury ("Damages") is caused by the negligence of both Buyer and Seller,
the apportionment of said Damages shall be shared by the parties based
upon the comparative degree of each party's negligence and each party
shall be responsible for its own defense and its own costs including but
not limited to the cost of defense, reasonable attorney's fees and
witnesses' fees and expenses incident thereto. In the event that any
demand or claim is made or suit is commenced against Buyer arising out
of or in connection with defective products furnished by Seller pursuant
to this agreement, Buyer shall provide written notice to Seller and
Buyer shall cooperate with Seller in the defense of the demand, claim or
suit to whatever reasonable extent Seller requires, and Seller shall
have the right to compromise such claim to the extent of its own
interest and shall undertake the defense of any such suit.
3. QUALITY:
--------
The quality of the products purchased hereunder shall conform at all
times to grading standards recognized by Seller's industry at the time
of the shipment to Buyer and as represented to Buyer and Seller.
4. INSPECTION:
-----------
All materials or articles will be subject to final inspection and
approval upon receipt of Buyer. Any articles which do not comply with
Buyer's order or which contain defective materials or workmanship may be
rejected by the Buyer irrespective of date of payment therefor. Buyer
may hold any product rejected for reasons described hereunder pending
Seller's instructions, or Buyer may return them to Seller at Seller's
expense.
5. WARRANTY:
---------
Seller warrants that the products to be supplied under this agreement
are fit and sufficient for the purpose intended; that they are
merchantable, of good quality and free from defects, whether patent or
latent, in materials or workmanship; and that products sold to Buyer
hereunder conform to or exceed the higher of grading standards
recognized by Seller's industry. Seller further warrants that it has
good title to the products supplied and that the products are free and
clear from all liens and encumbrances. Such warranties, together with
any other warranty set forth in Seller's advertising literature, and
service warranties and guarantees, shall run to Buyer, its successors
and assigns.
<PAGE>
6. ASSIGNMENT:
-----------
Neither party shall assign this agreement in whole or in part without
the prior written consent of the other party; provided, however, that
either party may assign this agreement and its rights and obligations
to any successor corporation resulting from a merger or a consolidation
of such party. Subject to the foregoing, all terms, conditions,
covenants and agreements contained herein shall inure to the benefit of,
and be binding upon, any such successor and any permitted assignees of
the respective parties hereto. It is further understood and agreed that
consent by either party to such assignment in one instance shall not
constitute consent by the party or any other assignment.
7. INTERPRETATION & EFFECT:
------------------------
This agreement terminates and supersedes any existing agreement
pertaining to the same subject matter between the parties hereto. This
agreement, as executed and approved, shall not be modified unless in
writing, expressly stating its intent to modify the terms of this
agreement and signed by the parties hereto.
8. PARTIAL INVALIDITY:
-------------------
In the event that any provision of this agreement should for any reason
be held invalid, unenforceable or contrary to public policy, the
remainder of the agreement shall remain in full force and effect
notwithstanding.
9. ELIGIBLE ENTITIES:
------------------
Buyer shall update the list of eligible entities attached as Exhibit C
as appropriate, and upon receipt of notice of change, all eligible
entitles listed in Exhibit C shall be entitled to the terms of this
Agreement. For the purpose of this Agreement, "Eligible Entities" may
include certain non-affiliated third parties that the parties have
agreed shall be included on Exhibit C.
10. OPEN RECORDS:
-------------
If applicable to the subject matter of this agreement, and pursuant to
the requirement of 42 CFR 420.300 et.seq., Seller hereby agrees to make
available to the Secretary of Health and Human Services (HHS), the
Comptroller of the General Accounting Office (GAO), or their authorized
representatives, all contracts, books, documents and records relating to
the nature and extent of costs hereunder for a period of four (4) years
after the furnishing of services hereunder. In addition, Seller hereby
agrees, if any services are to be provided by subcontract, to require by
contract that such subcontractor make available to the HHS and GAO, or
their authorized representative, all contracts, books, documents and
records relating to the nature and costs thereunder for a period of four
(4) years after the furnishing of services thereunder.
11. AFFIRMATIVE ACTION:
-------------------
Unless this agreement is exempted by the rules and regulations of the
Secretary of Labor issued pursuant to Section 204 of Executive Order
11248, there is incorporated herein by reference paragraphs 1 through 7
of the contract clause set forth in sections 202 of Executive Order
11246.
Unless this agreement is exempted by rules and regulations of the
Secretary of Labor issued pursuant to Title 41 chapter 60 part 60-260 of
the Code of Federal Regulations, the affirmative action clause relating
to an affirmative action for veterans contained in 60-260.4(a)-(m) is
incorporated by reference.
<PAGE>
12. INSURANCE:
---------
During the term of this agreement, Seller shall maintain at its own
expense commercial liability insurance for bodily injury, death and/or
property damage (including coverage's for product liability, completed
operations, contractual liability and personal injury liability)
covering Seller for damages arising out of any negligent or otherwise
wrongful acts or omissions by Seller or any employee or agent of Seller.
All policies of insurance shall provide for coverage on an occurrence
basis in the minimum amount of one million dollars($1,000,000) per
occurrence with an annual aggregate of two million dollars ($2,000,000).
Upon request, Seller shall provide Buyer with a copy of all such
policies of documents, satisfactory to Buyer, evidencing Seller's
insurance coverage. Seller is self insured to an extent which will
provide adequate protection to Buyer.
12A. RISK OF LOSS:
------------
Risk of Loss or damage to the items shall be borne by the Vendor until
the items have been delivered to an accepted by the Affiliated Facility.
ALL ITEMS SHALL BE SHIPPED F.O.B. AFFILIATED FACILITY via general ground
-----------------------------------------------------
transportation.
13. CONFIDENTIALITY:
---------------
During the term of this agreement and surviving its expiration or
termination, both parties will regard and preserve as confidential all
information related to the business of the other party and its clients
and patients that may be obtained from any source as the result of this
agreement. Neither party without first obtaining the other party prior
written consent, disclose to any person, firm or enterprise for use for
its benefit any information relating to the pricing, methods, processes,
financial data, lists, apparatus, statistics, programs, research,
development or related information of the other party concerning past,
present of future business activities or plans of the party and results
or terms of the provision of services performed by either party under
this agreement. Confidential information does not include: (a)
information that is in the public domain prior to the disclosure,
becomes part of the public domain through no wrongful act of a party (b)
information that was in lawful possession of the party prior to the
disclosure; (c) information that was independently developed by a party
outside the scope of this agreement. Neither party shall use the name of
the other in any advertising or publicity releases without securing the
prior written approval of the other.
14. IMMIGRATION REFORM & CONTROL ACT:
--------------------------------
Seller shall to the extent applicable, comply with the provisions of the
Immigration Reform and Control Act of 1986.
15. DISCLOSURE:
----------
Seller agrees to comply at all times with the regulations issued by the
Department of Health and Human Services, published at 42 CFR 1001, and
which relate to Seller's obligation to report and disclose discounts,
rebates and other reductions to Buyer for products purchased by Buyer
under this Agreement.
16. ARBITRATION:
-----------
In the event of a dispute between the parties arising out of the
interpretation of, or performance under this agreement, such a dispute
shall be submitted to binding arbitration under the rules and
regulations of the American Arbitration Association. The parties to this
agreement agree to be bound by the decision of the arbitrator and accept
any decision as a final determination of the matter in dispute. The
parties agree to divide the cost arbitration equally. Each party shall,
however, be responsible for its own attorney's fees.
<PAGE>
17. PUBLICITY:
----------
Any announcement of this Agreement outside of a party's own employees, must
be approved by each party in writing.
18. TITLE:
------
Title to the items ordered shall pass to the Affiliated Facility only after
the items have been delivered to and accepted by the Affiliated Facility.
19. ADDITIONAL TERMS-PURCHASE ORDER:
--------------------------------
The Purchaser's purchase order as of June 1, 1995 and all of the terms and
conditions thereof are incorporated herein. Any conflicting terms or
conditions in any invoice of documents supplied by Vendor are expressly
rejected and shall not be included in any contract with Purchaser. The
terms set forth herein and in the Purchase Order shall apply to each order
by an Affiliated Facility, whether or not such order is communicated using
Purchaser's standard purchase order form.
20. STATE SALES OR USE TAXES:
-------------------------
Buyer is required to collect and remit the State wherein the Affiliated
-----
Facility is located all proper sales and use taxes imposed by that State.
Each invoice to the Affiliated Facility shall clearly reflect such tax.
Seller shall be required to furnish Buyer a copy of its registration
------
certificate and number within each state prior to collecting such sales or
use tax.
21. PERSONAL INDUCEMENTS:
---------------------
No personal cash, merchandise, equipment or other items of intrinsic value
shall be offered by or on behalf of any particular vendor to any Affiliated
Facility and/or its employee or officers as an inducement to purchase from
that vendor.
22. REPORTS:
--------
Seller shall be required to furnish semi-annual volume reports to
------
Columbia/HCA Corporate Office concerning the purchase of each affiliated
hospital, totaled for a six (6) month period.
23. WITHDRAWAL:
-----------
Any contract arising as a result of this proposal may be terminated by
either party for any reason, upon sixty (60) days written notice to the
other party.
24. CONTROLLING LAW:
----------------
This proposal, any contract entered into as a result of this proposal and
the performance of the parties hereunder shall be controlled and governed
by the laws of the State of Tennessee.
<PAGE>
Exhibit 10.20
Pages or exhibits where confidential treatment has been requested are stamped
"Confidential portions omitted and filed separately with the Commission." The
appropriate section has been marked at the appropriate place with an "*".
JOINT VENTURE AGREEMENT
MADE as of the 4th day of February, 1993 by and among DEPUY INC., an Indiana
corporation with offices in Warsaw, Indiana, ("DePuy"), BIEDERMANN MOTECH GmbH,
a legal entity existing under the laws of Germany, ("Biedermann GmbH") and Lutz
Biedermann, an individual residing in V.S. Villingen, Germany ("Biedermann").
WHEREAS DePuy is engaged in the business of manufacturing and selling
medical devices throughout the world,
WHEREAS Biedermann owns One Hundred Percent (100%) of Biedermann Motech
GmbH, another corporation existing under the laws of Germany and located in
Schwenningen, Germany ("Motech"),
WHEREAS Motech and Biedermann, either individually or together, have
gained valuable experience, intellectual property, know-how and expertise in the
design, development, manufacture and sale of medical devices used in the
surgical treatment of the human spine, and,
WHEREAS Biedermann GmbH and DePuy desire to combine their respective
abilities and resources to form a new company that will be engaged in the
manufacture and sale of such products throughout the world.
NOW THEREFORE the parties agree as follows:
ARTICLE I
DEFINITIONS For purposes of this Joint Venture Agreement, unless the
-----------
context clearly indicates a different intention, the following words and
phrases shall have the meaning set forth below:
1.1 "Moss System" shall refer to and mean those items identified on
-------------
Attachment 1, which is intended to be substituted by a
replacement, Attachment 1, sometime after the execution of this
Joint Venture Agreement identifying those items by The Company's
Product Codes.
1.2 "Net Sales Price" shall mean the gross invoice price at which
-----------------
Product is sold by or on behalf of The Company to the first
consignee not a party to this Agreement, less commissions allowed
to distributors, discounts allowed dealers, cash discounts,
refunds, replacements or credits allowed to purchasers for return
of Product or as reimbursement for damaged Product, freight,
postage, insurance and other shipping charges, sales and use
taxes, customs duties and any other governmental charges imposed
on the production, importation, use or sale of Product. In the
case of Product sold outside the United States, Net Sales Price
shall be based on The Company's then current International
Distributor List Price (regardless of the transfer
1
<PAGE>
price actually charged) from which will be deducted all of the
applicable discounts, refunds, credits and the like, itemized above.
1.3 "MOSS Miami" shall mean products which are the subject of a separate
------------
Consulting Agreement between Professor Jurgen Harms ("Professor Harms"),
and Dr. Harry Shufflebarger ("Dr. Shufflebarger"), and which are
described in greater detail on Attachment 2.
1.4 "New Products" shall mean any product designed or developed by or for
--------------
Biedermann GmbH that is neither a part of the MOSS System nor a MOSS
Miami product, but is a product intended for use in the treatment of the
human spine and which is, therefore, subject to this Joint Venture
Agreement.
1.5 "Product" shall refer collectively to the MOSS System, MOSS Miami System
---------
and New Products.
1.6 "Trademarks" shall mean the name "MOSS". "MOSS Miami" and "Motech" used
------------
in conjunction with the sale or promotion of Product and any and all
rights Biedermann GmbH has or may have hereafter acquire in one or more
of such names throughout the Territory.
1.7 "Technology" shall mean all of the knowledge, techniques, processes,
------------
data, designs, prints, drawings, specifications, procedures and other
information of whatever type and configuration now in the possession of,
or hereafter acquired by Biedermann GmbH relating to the manufacture of
Products.
1.8 "Territory" shall mean every country throughout the world.
-----------
1.9 "Company" shall mean DePuy Motech, Inc., a company more fully described
---------
hereafter in Article II.
1.10 "Biedermann Companies" shall mean collectively, Biedermann GmbH, Ort-Med
----------------------
B.V., a corporation existing under the laws of the Netherlands ("Ort-
Med"), Biedermann Motech, and any other company in which Biedermann owns
directly or indirectly, or exercises a controlling interest.
1.11 "Board" shall mean the Board of Directors of The Company.
-------
1.12 "Technology Agreement" shall refer to and mean an agreement between The
----------------------
Company and Biedermann Motech, attached as Attachment 3.
1.13 "Exclusive License Agreement" shall refer to and mean an agreement
-----------------------------
between The Company and Ort-Med, attached as Attachment 4.
1.14 "Consulting Agreement" shall refer to and mean an agreement between and
----------------------
among The Company and Professor Jurgen Harms, M.D. and Harry
Shufflebarger, M.D. attached as Attachment 5 as well as an Addendum to
Consulting Agreement attached as Attachment 5A.
2
<PAGE>
1.15 "Distribution Agreement" shall refer to and mean an agreement between and
------------------------
among The Company, DePuy and Motech, attached as Attachment 6.
1.16 "Shareholders Agreement" shall refer to and mean an agreement between
------------------------
DePuy and Biedermann GmbH, attached as Attachment 7.
1.17 "Various Agreements" shall mean collectively, the Technology Agreement,
--------------------
Exclusive License Agreement, Consulting Agreement, Distribution Agreement
and Shareholders' Agreement.
1.18 "Manufacturing Services" shall mean the performance for or on behalf of
------------------------
The Company of one or more of the steps required to produce products in
final form ready for sale, including packaging, which are either performed
by a Party to this Agreement or by an outside vendor for a Party to this
Agreement.
1.19 "Distribution Services" shall mean the performance by a Party to this
-----------------------
Agreement for or on behalf of The Company of one or more of package design,
labelling, display, promotion, ordering, selling, inventorying, accepting
and processing orders from customers, for shipping, invoicing, collecting
receivables, accepting returns, issuing credits for and paying commissions,
including incentive and post termination compensation, on Products.
1.20 "Administrative Services" shall mean the performance by a party to this
-------------------------
Agreement for or on behalf of The Company of one or more tasks relating to
the maintenance of the books and records of The Company, the performance of
its legal obligations to various governmental and taxing authorities,
including financial, accounting, corporate, legal, tax, insurance,
litigation and such other services as the parties specify.
1.21 "Cost" shall mean:
------
a) in case of Manufacturing Services, the out of pocket cost actually
incurred in obtaining services from outside vendors, the actual
manufacturing cost, including raw material, labor and factory
overhead, but no profit, for Manufacturing Services performed by
either DePuy or Motech for or on behalf of Customer.
b) in the case of Distribution Services and Administrative Services,
"Cost" shall mean the actual amount paid or incurred in producing,
procuring, or delivering such a service. In those cases where Cost
cannot be specifically identified, a reasonable approximation of cost
shall be used. Neither DePuy or Motech shall realize any profit on any
product or service to be provided at "Cost".
1.22 International Distributor List Price shall mean the number that is produced
by a) multiplying The Company's then current United States list price by *
percent (*%), b) further
* Confidential portions omitted and filed separately with the Commission.
3
<PAGE>
multiplying the product produced in a) above by * percent (*%) and c)
further multiplying the product produced in b) above by the *
1.23 "Fehling" shall mean Fehling Medical AG.
--------
ARTICLE II
FORMATION OF COMPANY
- --------------------
The parties agree that effective as soon as possible after the execution of this
Joint Venture Agreement, and the occurrence of the conditions precedent set
forth in Article XIV, they will cause a new company to be formed under the laws
of the State of Indiana to be named DePuy Motech, Inc.
2.1 Capital The paid-in capital of DePuy Motech, Inc., shall be a total of *
-------
Dollars ($ * ) of which * Dollars ($ * ) shall be paid in by DePuy and
the remaining * Dollars ($ * ) shall be paid in by Biedermann GmbH.
Provided, however, that while DePuy shall pay its portion in at the time
The Company is incorporated, Biedermann GmbH may delay paying in its
share for a period not to exceed the earlier of; a) the date when
compensation is paid to Biedermann or his designee pursuant to Article
IV or, b) six months following the date of incorporation of The Company
by executing and delivering to The Incorporator of The Company, a
promissory note, satisfactory to him in form and substance, evidencing
such indebtedness which promissory note shall provide for the payment of
interest at a rate of Twelve And One-Half Percent (12-1/2%) per annum.
2.2 Articles of Incorporation and By-Laws The Articles of Incorporation and
-------------------------------------
By-Laws of The Company shall be in substantially the forms as are set
out in Attachments 8 and 9, respectively.
2.3 Shareholders' Agreement DePuy, Biedermann GmbH and Lutz Biedermann agree
-----------------------
that upon execution of Joint Venture Agreement, the performance of the
Condition Precedent and the formation of The Company, they will also
enter into the Shareholders' Agreement.
2.4 Directors DePuy and Biedermann GmbH agree that for so long as their
---------
respective ownership of shares in The Company remain in proportion to
each other as they are at The Company's incorporation, they will vote
their shares in The Company so as to provide at all times for The Board
to consist of at least five (5) members, one of whom shall be
Biedermann, and four (4) of whom shall be employed or otherwise
nominated by DePuy, or an affiliate of DePuy
4
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
engaged in the orthopaedic industry. Provided, however, the Parties
agree that the Directors shall have the power to constitute an Executive
Committee from among themselves, which the Executive Committee will be
given authority to act on behalf of The Company in all matters to the
fullest extent permitted by law. Unless otherwise agreed, no member of
The Board shall receive remuneration from The Company.
2.5 Officers DePuy and Biedermann GmbH further agree that for so long as
--------
their respective ownership of shares in The Company remain in proportion
to each other as they are at The Company's incorporation, they will vote
their shares in The Company so as to provide for a President, who shall
be nominated by DePuy, one or more Vice Presidents, no less than one of
whom shall at all times be Biedermann, or his nominee, and such other
officers as may, in the discretion of The Board, be desirable to permit
The Company to operate effectively. Unless otherwise agreed, no officer
shall receive any remuneration from The Company.
ARTICLE III
ADDITIONAL CAPITAL REQUIREMENTS
- -------------------------------
Should The Company require additional operating capital, it is the Parties'
intention that such needs be met first by The Company borrowing funds from
either one or both Parties to this Joint Venture Agreement or from a third party
and that in any event such borrowing provides for the payment of interest equal
to no less than prime plus Six Percent (6%), prevailing in the lending Party's
country. In the event the laws of the United States or accounting principles,
which are generally recognized or practiced in the United States with respect to
companies of like nature and size, including without limitation such laws and/or
principles relating to taxation, deductibility of expenses for tax or other
purposes, thin capitalization or the ratio between The Company's debt and equity
structure result in The Company violating such principle, and thereby losing the
deductions of expenses or having debt treated in any way as equity, then, in
that event, and only to the extent necessary to correct such violation of law
and/or accounting principle, or to insure all debt is treated as debt, the
Parties will make such additional capital contributions in proportion to their
then current respective shareholdings. Unless otherwise agreed, such additional
contributions shall be made by converting The Company's indebtedness to each
Party into equity to an extent that results in the desired debt to equity ratio
under the accounting principles. If, thereafter, additional capital
contributions are required to achieve the desired ratio, they will be made as
set forth above. Thereafter, if at any time The Company shall not have
sufficient working capital (after taking into account all bank and other
facilities available to it) to
5
<PAGE>
pay its debts as they fall due during the period of at least one year
thereafter, the Parties will forthwith introduce such additional capital
contributions, in proportion to their then current respective shareholdings, as
are needed in order to put The Company in a position where it is and will be
able to pay its debts as aforesaid.
ARTICLE IV
COMPENSATION
- ------------
Upon execution of the Joint Venture Agreement and the occurrence of the
Conditions Precedent set forth in Article XIV and the receipt of instructions
from Biedermann specifying where and when to do so, DePuy Motech will pay to
Biedermann or to whomsoever Biedermann may designate, the additional sum of *
Dollars ($ *) ,as full and complete reimbursement to Biedermann and to the
Biedermann companies for his and their past research, development and other
efforts to develop MOSS and MOSS Miami, as payment for goodwill and as added
consideration for entering into this Agreement, and the Various Agreements and
persuading the Biedermann Companies and other third parties to enter into the
Various Agreements.
ARTICLE V
PURPOSE
- -------
The purpose of the Joint Venture and The Company shall be to combine the
existing development, design, talents and resources of the Biedermann Companies
with the manufacturing and distribution abilities of DePuy to develop, design
and manufacture and market Products, as well as to permit their sale by The
Company in The Territory through the selling organizations of DePuy and its
affiliates. While the specific understanding between The Company and the
Biedermann Companies, as well as between The Companies and Dr. Shufflebarger
and Professor Harms are set forth in the Various Agreements, for purposes of
avoiding any misunderstanding, the Parties hereby agree as follows:
5.1 Subject to certain temporary distribution restrictions relating to the
MOSS System in Europe and throughout the term of this Agreement, to no
more than two hospitals as set out in the Exclusive License Agreement
and Distribution Agreement, The Company is to acquire the right to make,
have made and sell Products, and to utilize the services of the parties
to the Various Agreements in this effort.
5.2 As compensation to Motech for providing The Company the manufacturing
and technical ability to make or have others make the MOSS System, The
Company will pay Motech compensation calculated at a rate equal to Four
Percent (4%) of the Net Sales Price of MOSS System not produced by
Motech or an outside vendor acting on behalf of Motech sold by The
6
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
Company anywhere in The Territory except Europe. Sales of MOSS System in
Europe will not this * compensation no matter where such MOSS System is
produced. Generally, it is the parties' intention that The Company sell
MOSS System products in the United States made for it by DePuy or by third
party vendors acting for DePuy, thereby incurring this financial obligation
on such sales, and that The Company sell MOSS System products in Europe
made for it by Motech or by third party vendors acting for Motech, thereby
not incurring any liability to pay this * Motech for these sales. Product
intended for sale in other than the United States or Europe shall be
produced as The Company may hereafter determine after due consideration is
given to all relevant factors, including the views of parties to this Joint
Venture Agreement.
5.3 Additionally, the parties intend that The Company pay royalties to Ort-Med
as the owner of Licensed Patents. Royalties paid to Ort-Med on MOSS System
sold in all parts of The Territory except Europe, shall be equal to *
Percent ( * %) of the Net Sales Price. With regard to the sale of MOSS
System in Europe. The Company shall pay Ort-Med royalties calculated as
follows:
a. * percent ( * %) of the Net Sales Price during the first five (5)
years following the execution of this Joint Venture Agreement.
Provided, however, at such time as the royalty produced in this sub-
paragraph plus the amount paid by Fehling as royalties after the date
of this Joint Venture Agreement, plus the amounts paid as
compensation to Motech under the Technology Agreement, plus the
amount of compensation paid under the Consulting Agreement to
Professor Harms equal * Dollars ($ * ), no further payments will be
made to Licensor .
b. * percent ( * %) of the Net Sales Price commencing on the first day
of the sixth year following the execution of this Joint Venture
Agreement and continuing for its remaining term.
These royalties are intended to be shared between Ort-Med's owners,
Biedermann, and Professor Harms and are intended to compensate them for
their future efforts to consult on or assist in the promotion of The MOSS
System and to continue their interaction with surgeons who use the MOSS
System referred to as the MOSS Study Group, as well as royalty for licensed
patents.
7
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
5.4 With respect to MOSS Miami Products, the parties intend The Company to sell
them throughout The Territory. In consideration of Motech's past and
continuing research and development activities, manufacturing, engineering
and clinical evaluation, The Company will pay compensation to Motech equal
to * percent (* %) of the Net Sales Price of MOSS Miami products sold by
The Company anywhere in The Territory except in Europe. The Company will
also utilize the services of Professor Harms and Dr. Shufflebarger and pay
them combined compensation equal to a total of * Percent (*%) of Net Sales
Price of MOSS Miami as set forth in the Consulting Agreement. With respect
to sales of MOSS Miami in Europe, The Company shall pay Motech compensation
as follows:
a. * percent (*%) of Net Sales Price of MOSS Miami during the first
five (5) years following the execution of this Joint Venture
Agreement. Provided, however, at such time as compensation
produced in this sub-paragraph plus the amount paid as royalty
for MOSS System under 5.3a above, plus the amount paid for New
Products under 5.5a below, plus the amount paid to Professor
Harms under the Consulting Agreement, plus the amount of
royalties paid by Fehling as royalties after the date of this
Joint Venture Agreement equal * Dollars($*), no futher payments
will be made to Motech.
b. * percent (*%) of Net Sales Price Of Moss Miami commencing on the
first day of the sixth year and continuing throughout the last
day of the tenth year of the term of this Joint Venture
Agreement.
c. * percent (*%) of the Net Sales Price commencing on the first day
of the eleventh year and continuing throughout the remaining term
of this Joint Venture Agreement.
5.5 With respect to New Products, the Parties intend that the Biedermann
Companies, most notably Motech, will provide all of the initial designs of
New Products conceived by Motech or others, produce prototypes and models
of them and perform mechanical and clinical testing, as well as computer
modelling on them to determine their safety and effectiveness and how best
to manufacture them. For these services, and subject to Paragraph 5.6
below, Motech will be compensated at a rate of * Percent (*%) of the Net
Sales Price of all New Products sold by The Company anywhere in The
Territory except Europe, and third parties shall be compensated as is set
forth in Paragraph 5.5 of the Technology Agreement. With respect to sales
of the New Product in Europe, The Company shall pay Motech compensation as
follows:
8
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
a. * percent (*%) of the Net Sales Price of New Product occurring during the
first five (5) years following the execution of this Joint Venture
Agreement. Provided, however, at such time as the compensation provided for
in the sub-paragraph plus the amounts paid under 5.3a) and 5.4a above, plus
the amount of royalties paid by Fehling as royalties after the date of this
Joint Venture Agreement, plus the amount paid to Professor Harms under the
Consulting Agreement equal * Dollars ($*), no futher payments will be made.
b. * percent (*%) of the Net Sales Price of New Products commencing on the
first day of the sixth year of the term of this Joint Venture Agreement and
continuing for ten (10) years after the first sale of such New Product.
c. Thereafter, * percent (*%) of the Net Sales Price of such New Product.
5.6 The Parties agree that The Company will help fund the research and
development on New Products by reimbursing Motech for one half of the
expenses incurred in this effort and the parties further agree that The
Company will recoup these costs from future compensation otherwise payable
to Motech all as set forth in the Technology Agreement.
ARTICLE VI
MANUFACTURE OF PRODUCTS
- -----------------------
The Parties intend that The Company will not manufacture Products. Rather they
intend that Motech and DePuy will each manufacture products for The Company or
contract with outside vendors to manufacture such products. Initially, the
Parties intend that Motech will perform these Manufacturing Services for The
MOSS System and MOSS Miami products that are sold in Europe and such other parts
of The Territory as The Company may hereafter decide, and that DePuy, after
receiving the information and assistance called for in the Technology Agreement,
will perform Manufacturing Services on The MOSS System and MOSS Miami products
sold in the United States and such other parts of The Territory as The Company
may hereafter decide. In any event, the Parties agree that Motech will supply
Manufacturing Services for the MOSS System and MOSS Miami for sales in Europe
and such other parts of The Territory as The Company may, in its discretion,
hereafter decide until at least the first day of January, 1994. Thereafter and
until the first day of January, 1998, the Parties agree that Motech will
continue to supply Manufacturing Services to MOSS System and MOSS Miami for
9
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
sales in Europe and such other parts of The Territory as The Company may decide,
if the Cost is competitive to what the Cost would be if such Products were
produced by or on behalf of DePuy. New Products will be manufactured as the
Parties may hereafter agree, but always after Motech fulfills its obligations
under the Technology Agreement. After Products are manufactured by Motech, or
DePuy as the case may be, they will be sold to The Company by the Party
performing Manufacturing Services and The Company will be invoiced for them at
cost by the Party performing such Manufacturing Services.
ARTICLE VII
DISTRIBUTION OF PRODUCTS
- ------------------------
The Company will sell Products through DePuy's network of independent sales
representatives and through affiliated as well as non-affiliated distributors
outside the United States. The Distribution Services provided by DePuy are
intended to be as broad and numerous as are necessary to permit The Company to
avoid the need to hire employees to perform such services, inventory or ship
Product, invoice customers, carry or collect Account Receivables from end users
of Products or perform any other customer services. The Parties further intend
that sales of Product in the United States will be used to compute the
qualifying volumes of various incentive programs, including * , all as if
Products were exclusively the product of DePuy. DePuy will invoice The Company
at cost for the Distribution Services it performs. In this effort, The Company
will assign the right to sell Product on DePuy's own invoice and hereby appoints
DePuy as its agent to invoice, collect and remit to The Company (after
deductions for the Cost are made), all sums collected on The Company's behalf as
a result of sales of Product.
ARTICLE VIII
ADMINISTRATIVE SERVICES
- -----------------------
With the further intention of avoiding hiring employees and staffing The Company
to perform Administrative Services for The Company, the Parties agree that they
will undertake to perform such Administrative Services on The Company's behalf.
Motech agrees it will perform such Administrative Services in Europe, and DePuy
will perform Administrative Services in and for the rest of The Territory. The
Company will be invoiced by Motech and DePuy at Cost for providing
Administrative Services to The Company.
10
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
ARTICLE IX
REPRESENTATIONS AND WARRANTIES OF BIEDERMANN AND BIEDERMANN GMBH
- ----------------------------------------------------------------
As a material inducement to DePuy to enter into this Joint Venture Agreement and
the Various Agreements, but without making any promises regarding the future
sales volume of The Company, Biedermann and Biedermann GmbH represents and
warrants to DePuy as follows:
9.1 Organization Standing and Qualification Biedermann GmbH and each of the
---------------------------------------
Biedermann Companies is duly organized under the laws the of jurisdictions
mentioned above; is in good standing within such jurisdictions, has all of
the requisite power and authority to enter into this Agreement as well as
the other of the relevant Various Agreements to which it is a party, and
that all requisite action has been taken by each of them to do so lawfully.
9.2 No Impediments Except for threatened claims made by Jules Falcon and his
--------------
company, Falcon Med., Inc. of Pennsylvania and litigation entitled,
"Biedermann v. Ulrich", the latter of which might impair production of
----------- ------
monoaxial bone screws in Germany only. Neither Biedermann nor any
Biedermann company is aware of any legal, contractual, governmental
requirements or other facts that in any way might impair the right or
ability of either Biedermann or any of the Biedermann Companies from
entering into the Various Agreements and fully performing the obligations
set forth therein.
9.3 Ownership of Technology Biedermann or one or more of the Biedermann
-----------------------
Companies purporting to license or convey Technology in the Various
Agreements, or both, or all of them as the case may be, has full right,
title and interest in and to the Technology to which The Company acquires
rights under the Technology Agreement, the patents to which The Company
acquires a license under the Exclusive License Agreement and the Trademarks
under both of said agreements.
9.4 Validity of Licenses Biedermann or one or more of the Biedermann Companies
--------------------
or both, or all of them as the case may be, has full right to grant the
licenses and transfer technology on the terms set out in the Technology
Agreement and Exclusive License Agreement and no one of them is aware of
any fact, matter or claim that would in any way impair or limit such
rights, or their singular or collective ability to do so.
9.5 FDA and Other Regulations All applicable FDA and other relevant approvals
-------------------------
have been obtained with respect to the MOSS System and to the best of
Biedermann's and Biedermann GmbH's knowledge, their sale by The Company
will not violate any law requiring prior governmental approval or listing
in The Territory.
11
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
9.6 Further Action Biedermann and each of the Biedermann Companies will
--------------
perform such additional acts and sign and deliver such additional documents
as may reasonably be necessary to give full effect and force to, and convey
to The Company and DePuy the full benefit of, The Various Agreements,
including, without limitation, the ability to sell MOSS System Products in
the United States without violating any law or regulation relating to or
imposed by the FDA.
9.7 Existing Business During the preceding three (3)years, purchases of MOSS
-----------------
Product by Jules Falcon and/or his company, Falcon Med,Inc. from the
Biedermann Companies and purchases of MOSS System by Fehling Medical AG
from the Biedermann Companies were as are shown on Attachments 2A and 2B
respectively, and further that after exercising due diligence and their
best efforts to make an informed judgement, Biedermann and Biedermann GmbH
hold the good faith view that Fehling's sales to customers in 1992 were *
Deutsche Marks (DM*) and Falcon Med's sales to customers in 1992 were *
Dollars ($ *).
9.8 Existing Inventory After exercising due diligence and, their best efforts
------------------
to make an informed judgement, Biedermann and Biedermann GmbH represent and
warrant that to the best of their knowledge as of the date of this Joint
Venture Agreement, the inventory of MOSS Products held by Jules Falcon,
and/or his company, Falcon Med, Inc., Fehling Medical AG and Biedermann
Motech, Inc., are substantially as are shown on Attachment 2C .
ARTICLE X
---------
REPRESENTATION AND WARRANTY OF DEPUY
- ------------------------------------
As a material inducement to Biedermann and Biedermann GmbH to enter into this
Joint Venture Agreement and the Various Agreements, DePuy represents and
warrants as follows:
10.1 Organization Standings and Qualifications DePuy is a corporation duly
-----------------------------------------
organized under the laws of Indiana, is in good standing in all
jurisdictions where it does business, has all requisite power and
authority to enter into this Agreement and all requisite action has been
taken to do so lawfully.
10.2 Further Action It will perform such additional acts, and execute and
--------------
deliver such additional documents as may reasonably be necessary to give
full effect and force to, and to convey to The Company, the full benefit
of this Joint Venture Agreement and the Various Agreements.
* Confidential portions omitted and filed separately with the Commission.
12
<PAGE>
10.3 Authority As necessary approvals have been obtained from its Board of
---------
Directors and the signors of this Joint Venture Agreement have full
authority to execute it on DePuy's behalf.
ARTICLE XI
NON-COMPETITION
- ---------------
Except as permitted by the Various Agreements, and during the term of this
Agreement, neither Party shall, without the express written consent of the other
Party, work with any third party to develop, directly or indirectly, manufacture
or sell any article or item that would be Products under this Joint Venture
Agreement or any of the Various Agreements.
ARTICLE XII
TERM
- ----
The term of this Agreement shall be for so long as the parties own shares in The
Company.
ARTICLE XIII
NON DISCLOSURE
- --------------
Each Party shall hold in confidence and not disclose to any third party unless
such third party is similarly obligated by non-disclosure and non-use
requirements, and then only to carry out the purpose of this Agreement, any
information received from the other Party or developed under this Agreement.
This obligation of confidentiality shall extend for the term of this Agreement
and for a period of two (2) years following its termination. Provided, however,
that no Party shall be obligated to maintain in confidence information which:
(a) is or becomes part of the public domain through no fault of the receiving
Party,
(b) is obtained by the receiving Party from a source, other than the disclosing
Party, under no obligation to the disclosing party with respect thereto, or
(c) is independently developed by the receiving Party.
Neither Party will use confidential information disclosed by the other Party for
any purpose that is not related to the purpose of this Joint Venture Agreement
or any of the Various Agreements.
ARTICLE XIV
CONDITIONS PRECEDENT
- --------------------
14.1 To DePuy's Obligations. The obligation of DePuy to perform any of its
-----------------------
promises contained in this Joint Venture Agreement and the Various
Agreements shall be conditioned on the happening of the following:
13
<PAGE>
a. the execution and delivery by all of the other parties thereto of the
Various Agreements.
b. receipt by DePuy of laboratory and engineering data from Motech
relating to the MOSS System demonstrating its safety and effectiveness
to a reasonable degree of certainty to DePuy.
c. Biedermann GmbH shall have executed and delivered the promissory note
referred to in Paragraph 2.1 above.
d. The Executive Committee of Boehringer Mannheim International shall have
given its consent to DePuy's entering into this Joint Venture Agreement
and the Various Agreements.
e. DePuy shall have satisfied itself of the accuracy and acceptability of
the costs Biedermann GmbH will charge for manufacturing services and
agree with the system used to determine such costs and that the
representations and warranties of Biedermann and Biedermann GmbH are
true.
14.2 To Biedermann GmbH's Obligations The obligations of Biedermann GmbH to
--------------------------------
perform any of its promises contained in this Joint Venture Agreement shall
be conditional on the happening of the following:
a. the execution and delivery by DePuy of the Various Agreements.
b. the payment by DePuy of * Dollars($*) as set forth in Article IV above.
c. Biedermann GmbH and Biedermann shall have satisfied themselves of the
accuracy and acceptability of the costs DePuy will charge for
Administrative Services and Distribution Services and agree with the
system used to determine such costs and that the Representations and
Warranties of DePuy are true.
ARTICLE XV
Breach The breach by any party to the Joint Venture Agreement of any of its
- ------
obligations under the Various Agreements shall not necessarily constitute a
breach of this Joint Venture Agreement. However, a breach by any Party to the
Joint Venture Agreement of any of its obligations therein, including the
Representations and Warranties made by such Party which remains uncured after
thirty (30) days' prior notice given by the non-breaching party, shall
constitute a breach and shall entitle the non-breaching party to all remedies
provided by law.
14
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
ARTICLE XVI
MISCELLANEOUS
- -------------
16.1 This Agreement and the Various Agreements supersedes any previous
agreements between the Parties in relation to the matters dealt with
herein and represents the entire understanding between the Parties and
shall be effective only when signed by all parties.
16.2 If any of the provisions of this Agreement are found by a court or other
competent authority to be void or unenforceable, such provision shall be
deemed to be deleted from this Agreement and the remaining provisions of
this Agreement shall continue in full force and effect. Notwithstanding
the foregoing, the Parties shall thereupon negotiate in good faith a
mutually satisfactory provision to be substituted for the provision found
to be void or unenforceable.
16.3 There shall be no modification, amendment, change or alteration of this
Joint Venture Agreement unless the same shall be reflected in a written
instrument executed by both of the Parties.
16.4 Neither Party shall be construed to have waived any of its respective
rights or interests in this Joint Venture Agreement by a failure in any
instance to assert that right or interest at the time such Party was
entitled to assert that right or interest.
16.5 All pronouns used in this Joint Venture Agreement shall mean the
masculine, feminine or neuter and singular and plural.
16.6 The headings of this Agreement are inserted for the convenience of the
Parties and shall not affect the construction of any section or Article.
16.7 No failure or omission by either Party to carry out any of the obligations
of this Joint Venture Agreement shall be deemed to be a breach of this
Joint Venture Agreement to the extent that such failure or omission arises
from a cause which is beyond the control of the Party and/or cannot be
prevented by reasonable diligence on the part of that Party.
16.8 The construction, validity and performance of this Joint Venture Agreement
shall be governed in all respects by the laws of the United States of
America and the State of Indiana. The parties further agree that to the
greatest extent permitted by law, the agreed venue shall be the United
States District Court for the Northern District of Indiana and that each
party shall waive the right to trial by jury.
16.9 Neither Party shall make any public announcements about the matters
covered by this Joint Venture Agreement without the consent of the other
Party.
15
<PAGE>
16.10 In the event any provision of this Joint Venture Agreement
contradicts any provision of The Various Agreements or of the
Articles of Incorporation or By-Laws of The Company, the provisions
of this Joint Venture Agreement will control.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representatives.
BIEDERMANN MOTECH GMBH DEPUY INC.
BY /s/ Lutz Biedermann BY /s/ R. Michael McCaffrey
---------------------- -------------------------------
President President--DePuy Inc.
BY
----------------------
LUTZ BIEDERMANN, Individually
/s/ Lutz Biedermann
- ------------------------
16
<PAGE>
*
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
ATTACHMENT 3
TECHNOLOGY AGREEMENT
By and between DEPUY MOTECH, INC., an Indiana corporation with offices in
Warsaw, Indiana ("Licensee") and BIEDERMANN MOTECH GmbH, a corporate entity
existing under the laws of Germany with offices in Schwenningen, Germany
("Licensor").
WHEREAS Licensor has developed certain techniques, knowledge and know-how
relating to the design, manufacture and sale of products intended for use
in the surgical treatment of the human spine more specifically described
below and,
WHEREAS Licensor is owned by an affiliate of Licensor which is party to a
Joint Venture Agreement to which Licensee is also a party which, Joint
Venture Agreement among other things provides for the manufacture and sale
of such products by or for Licensee and,
WHEREAS Licensor and Licensee have agreed that it is in their best
interests to enter into this agreement and to provide for the transfer of
technology by Licensor to Licensee and the manufacture and sale of such
products by Licensee or on Licensee's account.
NOW THEREFORE in consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:
ARTICLE I
DEFINITIONS-
-----------
1.1 "MOSS System" shall refer to and mean these items identified on
-------------
Attachment 1 which is intended to be substituted by a replacement,
Attachment 1 sometime after the execution of this Joint Venture
Agreement identifying those items by DePuy's Product code.
1.2 "Net Sales Price" shall mean the gross invoice price at which Product
-----------------
is sold by or on behalf of Licensee to the first consignee not a party
to this Technology Agreement, less commissions allowed to
distributors, discounts allowed dealers, cash discounts, refunds,
replacements or credits allowed to purchasers for return of Product or
as reimbursement for damaged Product, freight, postage, insurance and
other shipping charges, sales and use taxes, customs duties and any
other governmental charges imposed on the production, importation, use
or sale of Product. In the case of Product sold outside the United
States, Net Sales Price shall be based on Licensee's then current
International Distributor List Price (regardless of the transfer price
actually charged) from which will be deducted the applicable
discounts, refunds, credits and the like, as itemized above.
1.3 "MOSS Miami" shall mean products tentatively identified on Attachment
------------
2, which are the subject of a separate Consulting Agreement between
Licensee, Professor Jurgen Harms
1
<PAGE>
("Professor Harms") and Dr. Harry Shufflebarger ("Dr. Harry Shufflebarger")
dated as of even date herewith.
1.4 "New Products" shall mean any product designed or developed by or for
--------------
Licensor that is neither a part of the MOSS System nor a MOSS Miami
product, but is a product intended for use in the treatment of the human
spine.
1.5 "Products" shall refer collectively to the MOSS System, MOSS Miami and New
----------
Products.
1.6 "Licensor Produced Products" shall refer to any item of Product
----------------------------
manufactured by Licensor or by a third party acting for Licensor which is
sold to a third party by or on behalf of Licensee.
1.7 "Licensee Produced Products" shall refer to any item or Product
----------------------------
manufactured by Licensee or by a third party acting for Licensee which is
ultimately sold by Licensee to third party.
1.8 "Trademarks" shall mean the names "MOSS" and "MOSS Miami" used in
------------
conjunction with the sale or promotion of Product and any and all rights
Licensor has or may have in such names throughout the Territory.
1.9 "Technology" shall mean all of the knowledge, techniques, processes, data,
------------
designs, prints, drawings, specifications, procedures and other information
of whatever type and configuration now in the possession of, or hereafter
acquired by, Licensor relating to the manufacture of Products.
1.10 "Territory" shall mean every country throughout the world.
----------
1.11 International Distributor List Price shall mean the number that is produced
------------------------------------
by a) multiplying the Company's then current United States List Price by *
percent (* %), b) further multiplying the product produced in a) above by *
percent (* %) and c) further multiplying the product produced in b) above
by the (*).
1.12 "Joint Venture Agreement" shall mean an agreement entitled, "Joint Venture
-------------------------
Agreement" of even date herewith between DePuy Inc., Biedermann Motech GmbH
and Lutz Biedermann.
1.13 "Consulting Agreement" shall mean an agreement entitled, "Consulting
----------------------
Agreement" of even date herewith between Licensee, Professor Jurgen Harms
and Harry Shufflebarger, M.D.
1.14 "Fehling" shall mean Fehling Medical AG as defined in the Joint Venture
---------
Agreement.
ARTICLE II
LICENSEE AND TECHNOLOGY
Licensor hereby grants to Licensee a paid up exclusive license in and to
Technology and the Trademarks to make, have made, and sell the Products and to
trade upon in The Territory. Licensor
* Confidential portions omitted and filed separately with the Commission.
2
<PAGE>
further agrees to transfer Technology to Licensee and to assist Licensee in its
implementation and use by Licensee in a diligent manner and with a shared
intention of enabling Licensee to begin to sell Licensee Produced Products at
the earliest practical time after the execution of this Technology Agreement.
2.1 Licensor further undertakes to develop and produce Technology with respect
to New Products in a diligent manner and in a way that is consistent with
plans and objectives established by existing and future agreements and
understandings between Licensor and Licensee regarding New Products and
Licensee's needs hereafter.
2.2 Licensor further undertakes to cause its employees, agents and consultants
to assist Licensee in enjoying the benefit of the provisions of this
Technology Agreement to the fullest, practical extent.
2.3 Notwithstanding this grant of a license, the parties understand and agree
that Licensor retains and shall have the right to make, have made and sell
MOSS Miami and New Products for the limited purpose of supplying such
products to no more than two (2) hospitals, one of which shall be limited
to the institution where Professor Harms performs surgery and the other to
be limited to the institution where Dr. S. Salger performs surgery. In the
event either Professor Harms or Dr. S. Salger relocates his practice to an
institution that already purchases Moss System, Moss Miami or New Products,
Licensor agrees to pay in each of the next three (3) years, to the sales
person or organisation already supplying such MOSS System, MOSS Miami or
New Products, a sum equal * Percent (* %) of the sales volume of MOSS
System, MOSS Miami and New Products sold to that institution in the twelve
(12) months preceding the relocation of Professor Harms or Dr. S. Salger.
ARTICLE III
COMPENSATION
Subject always to Licensee's unfettered right to set, alter, raise and lower
prices of Product, Licensee agrees to pay compensation to Licensor in such
amounts as are set forth below:
3.1 MOSS System Compensation equal to * percent * % of the Net Selling
-----------
Price of any and all components of the MOSS System sold anywhere in The
Territory except Europe, which are also Licensee Produced Products. It is
understood and agreed that the compensation specified in this paragraph
will not be payable on sales of components of the MOSS System that are also
Licensor Produced Products. No compensation will be paid on sales of MOSS
System in Europe regardless of their place of manufacture.
* Confidential portions omitted and filed seperately with the Commission.
3
<PAGE>
3.2 MOSS Miami Compensation equal to * percent * % of the Net Selling Price
----------
of any and all components of the MOSS Miami System sold anywhere in The
Territory except Europe. With respect to sales of MOSS Miami in Europe, The
Company shall pay Motech compensation as follows:
a. * percent (* %) of Net Sales Price of MOSS Miami during the first five
(5) years following the execution of this Technology Agreement.
Provided, however, at such time as compensation produced in this
paragraph 3.2 plus the amount paid as royalty under 5.3a) of the Joint
Venture Agreement, plus the amount paid under 5.5 of the Joint Venture
Agreement, plus the amount paid to Professor Harms under the
Consulting Agreement, plus the amount of royalties paid by Fehling as
royalties after the date of the Joint Venture Agreement equal *
Dollars ($ *), no further payments will be made to Motech.
b. * percent (* %) of Net Sales Price of Moss Miami commencing on the
first day of the sixth year and continuing throughout the last day of
the tenth year of the term of the Joint Venture Agreement.
c. * percent (*%) of the Net Sales Price commencing on the first day of
the eleventh years and continuing throughout the remaining term of the
Joint Venture Agreement.
*
3.3 New Products Subject to the provisions of Article IV below, compensation
------------
equal to * Percent (* %) of the Net Selling Price of New Products sold
anywhere in The Territory except Europe. With respect to sales of the New
Product in Europe, The Company shall pay Motech compensation as follows:
a. * percent (* %) of the Net Sales Price of New Product occurring during
the first five (5) years following the execution of this Technology
Agreement. Provided, however, at such time as the compensation
provided for in this paragraph 3.3 plus the amounts paid under 5.3a)
and 5.4a of the Joint Venture Agreement, plus the amount of royalties
paid by Fehling after the date of this Joint Venture Agreement, plus
one half of the amount paid under the Consulting Agreement equal *
Dollars ($ *), no further payments will be made.
b. * percent (* %) of the Net Sales Price of New Products commencing on
the first day of the sixth year of the term of this Technology
Agreement and continuing for ten (10) years after the first sale of
such New Product.
c. Thereafter, * percent (* %) of the Net Sales Price of such New
Product.
* Confidential portions omitted and filed separately with the Commission.
4
<PAGE>
ARTICLE IV
RESEARCH AND DEVELOPMENT EXPENSES
- ---------------------------------
In addition to the royalty and other compensation called for in Article III,
Licensee agrees to reimburse Licensor for * percent (*%) of the actual
costs incurred by Licensor in conducting research and development of New
Products, and * percent (*%) of actual costs incurred by Licensor from and
after the first day of December, 1992 for manufacturing-engineering,
biomechanical testing, and clinical evaluation of MOSS Miami as well as travel
and accommodation expenses incurred by Licensor as a result.
4.1 Condition Licensee's obligation to reimburse Licensor under this Article
---------
shall be conditioned upon Licensor having obtained Licensee's written
consent as part of an annual plan or otherwise to each project for which
Research and Development expenses will or may be payable and further
conditioned upon Licensor having provided an estimate of the anticipated
expenses at the time such consent is obtained. Licensee's obligation
shall then be limited to reimbursement for an amount equal to no more
than * percent (* %) of such estimated amount of anticipated expenses.
4.2 Documentation and Invoicing Licensor agrees to provide Licensee such
---------------------------
documentary evidence as may be reasonably requested by Licensee to
verify the amounts which are to be paid under this Article IV and
further agrees to invoice Licensee separately each quarter in United
States Dollars at the commercial exchange rate of dollars to marks
quoted in the Wall Street Journal as of the close of business on the
last day of the quarter for which payment is being sought.
4.3 Set Off Provided, however, Licensee shall be permitted to recoup the
-------
reimbursement paid to Licensee as provided for in this Article IV from
future payments of royalties and other compensation payable under
Article III. Licensee shall be permitted to offset and deduct from
compensation payable under Article III a sum that equals * percent (* %)
of the Net Selling Price of Products for which compensation is payable
under Article III for Product that was sold by Licensee during the
quarter for which such payment is being made, and to continue such
offsets and deductions from quarter to quarter until the full amount is
recouped.
* Confidential portions omitted and filed seperately with the Commission.
5
<PAGE>
ARTICLE V
RIGHT OF FIRST REFUSAL ON NEW PRODUCTS
- --------------------------------------
Licensor hereby grants to Licensee the right to acquire such Technology, or take
a license under any inventions or patents or other intellectual property, as it
or any of its affiliates may hereafter develop or acquire with respect to or
concerning devices, instruments, techniques or procedures, relating to the
manufacture or implantation of, or treatment concerning, devices intended for
use on the human spine or spinal system.
5.1 Time Licensee will have the exclusive right to acquire, and Licensor
----
hereby represents and warrants that it will not offer to a third party,
the rights to acquire Technology, inventions, patents, or other
intellectual property enumerated above for a period of one year after
written notice, in sufficient detail to permit Licensee to make an
informed decision, of Licensor's acquisition or anticipated acquisition
of such technology or invention, patent or other intellectual property,
has been given to Licensee.
5.2 Exercise of Right Licensee may at any time exercise its right to acquire
-----------------
or license such Technology, invention, patent or other intellectual
property by giving notice of its election to do so within the one year
period. Any products resulting from the exercise of this right shall
become and be treated as New Products under this Technology Agreement.
5.3 Effect of Exercise Upon exercising the right set forth in this Article
------------------
V, Licensee shall become obligated to reimburse Licensor for * percent
(* %) of the research and development costs incurred by Licensor with
respect to such Technology invention, patent or intellectual property
after the date notice is given pursuant to Paragraph 5.2. This
obligation to reimburse Licensor shall also give Licensee the right to
recoup such sums on Future Products all as set forth in Paragraphs 4.1
and 4.2.
5.4 Effect of Failure to Exercise Should Licensee fail or refuse to exercise
-----------------------------
the right of first refusal provided herein, Licensor shall be free to
license third parties.
5.5 Other Obligations At such time as New Products are to be sold, Licensee
-----------------
will also be required to pay an additional amount equal to no more than
* percent (* %) of the Net Sales Price of New Products, either as
compensation paid directly to third parties for consulting, surgeon
presentation or champion services under a separate agreement or to
Licensor if no such separate agreement exists as reimbursement for
expenses actually incurred and paid to third parties for such services.
* Confidential portions omitted and filed seperately with the Commission.
6
<PAGE>
ARTICLE VI
CONSULTING ACTIVITIES
- ---------------------
Licensor agrees that it will cause its owner, Lutz Biedermann and its other
employees, and will exercise its best efforts to persuade Professor Harms and
Dr. Shufflebarger, to assist Licensee in Licensee's efforts to sell Products,
including both Licensee Produced Products and Licensor Produced Products
throughout The Territory. Such assistance will include, but not be limited to,
the development of information, knowledge and expertise relating to Products
which might not be Technology, including improvements thereto, and
1. Conducting preclinical and clinical investigations and
evaluation studies.
2. Assistance in the preparation of Products labeling, package
inserts and surgical techniques and improvements and
modifications of the same, and training sales people in their
use, benefits and applications.
3. Rendering other assistance, collaboration and advice within the
bounds of professional ethics which would make a favorable
impact on the professional acceptance and use of Products.
4. Rendering assistance in satisfying FDA requirements concerning
the Products to include, if necessary, proving the safety and
effectiveness of the Products and obtaining FDA approval to
clinically study and commercially sell the same.
5. Assisting Licensee, at Licensee's request and expense, in the
presentation of scientific, clinical and related professional
information to the medical community, at seminars conventions
and learning centers in Professor Harms's operation room or
other surgical sites in The Territory.
6. Being available, at Licensee's request and expense, to
informally discuss with Licensee, the progress of its and
Licensee's efforts with respect to the Products at mutually
agreeable times and places.
7. Assisting Licensee in the defense of product liability suits and
claims.
ARTICLE VII
REPORTS
- -------
Within ninety (90) days after the close of each calendar quarter of each year
during the term of this Agreement (including the last day of any such calendar
quarter following the expiration date of this Agreement ), Licensee shall report
to Licensor all payments actually accruing under Article III during
7
<PAGE>
such calendar quarter. Such quarterly reports shall indicate for such calendar
quarter the Net Sales Price of the Licensee Produced Product sold by Licensee
with respect to which payment is due and the amount of such payment. In case no
payment is due for any such period, Licensee shall so report. Licensee shall
keep accurate records in sufficient detail to enable the aforesaid payments due
under Article III to be determined. Upon the request of Licensor, Licensee shall
permit an independent certified public accountant selected by Licensor to have
access during regular business hours and upon reasonable notice to Licensee, to
such of the records of Licensee as may be necessary to verify the accuracy of
the reports made during any previous unaudited period, except that said
accountant shall meet the prior approval of Licensee, which approval shall not
be unreasonably denied, and, said accountant shall not disclose to Licensor any
information except that which should properly have been contained in such
reports and said audit right may not be exercised more than once in any one
calendar year.
ARTICLE VIII
TIMES AND CURRENCIES OF PAYMENT
- -------------------------------
Payments for other than reimbursement of Research and Development costs shown to
have accrued by each of the quarterly reports provided for under Article VII
above shall be due and payable on the date such report is due and shall be paid
in United States Dollars. Licensee will deduct or withhold from such payments
and pay to the proper taxing authority all taxes or fees required by law or
regulation to be deducted or withheld with respect to such payments and proof of
payment secured and sent to Licensor as evidence of such payment, except as
provided for with respect to research and development reimbursement as provided
for in Article IV. The rate of exchange to be used in computing the amount of
other currency and its equivalent to the United Stated Dollars due to Licensor
shall be the exchange rate quoted in the Wall Street Journal as of the day
payment is being made.
ARTICLE IX
WARRANTY OF LICENSOR
- --------------------
Licensor represents and warrants that it has and at all times during the term of
this Technology Agreement, it will have full and exclusive right, title and
interest in and to Technology and Trademarks, and all other forms of
intellectual property that may be licensed or transferred to Licensee under this
Technology Agreement, that it is not a party to any agreement and is not aware
of any law, regulation, circumstance or fact that would limit its right to
enter into this Technology Agreement or impair Licensee's rights as are set
forth herein; and that it is not aware of any fact or
8
<PAGE>
circumstance that would lead a reasonable person to conclude any Product might
infringe, or is claimed by anyone else to infringe, the intellectual property
rights of a third party.
ARTICLE X
CONFIDENTIALITY
- ---------------
Both Parties undertake to keep secret and confidential and not to disclose to
any third party, except as it is necessary in carrying out the purpose of this
Technology Agreement, any information it receives from the other Party
concerning Product, their manufacture and sale or regulatory status. This
obligation shall not, however, extend to:
1. Information, data and know-how which at the time of disclosure is in the
public domain or publicly known or available;
2. Information, data or know-how which, after disclosure, becomes part of
the public domain or publicly known or available by publication or
otherwise, except by breach of this Agreement.
ARTICLE XI
TERM
- ----
This Technology Agreement shall have an initial term of * and it
will automatically renew for successive periods of * until at
least * written notice by one party of its intentions to not renew
is given prior to the expiration of the then current term. Provided, however,
unless this Technology Agreement is terminated by Licensor (in which case no
compensation shall be paid by Licensee) Licensee shall, subject to Article III
with regard to sales of MOSS System, MOSS Miami and New Products in Europe,
continue to pay compensation to Licensor after expiration of the term of this
Technology Agreement as follows:
a. * Percent (*%) of Net Sales shall be paid on MOSS System and MOSS
Miami for a period of ten (10) years following the date of this Technology
Agreement.
b. * Percent (*%) of Net Sales shall be paid on New Products for a period
of ten (10) years following each New Product's initial sale.
c. * Percent (*%) of Net Sales shall be paid on MOSS System, MOSS Miami
and New Products sold for so long as Licensor or Licensor's owner owns
shares in Licensee.
*
ARTICLE XII
TERMINATION FOR CAUSE
- ---------------------
Failure by Licensor or Licensee to comply with any of the obligations and
conditions herein contained, unless such failure results from or is caused by
applicable laws or regulations, shall entitle
* Confidential portions omitted and seperately filed with the Commission.
9
<PAGE>
the other party to give to the party in default notice requiring it to make good
such default. If such default is not made good within ninety (90) days after the
receipt of such notice, the notifying party shall be entitled (without prejudice
to any of its other rights conferred on it by this Agreement) to terminate this
Agreement by giving notice to take effect immediately. The right of either party
to terminate this Agreement, as hereinabove provided, shall not be affected in
any way by its waiver of, or failure to take action with respect to, any
previous default.
ARTICLE XIII
SUCCESSORS AND ASSIGNS
- ----------------------
Licensee may assign its rights under this Exclusive License Agreement in whole
or in part to any other company which is owned by or shares a common ownership
with its capital stock, and which is engaged in the sale of orthopaedic
products, which shall be submitted directly for Licensee hereunder. This
Agreement shall not otherwise be assignable by Licensee without the prior
written consent of Licensor. This Agreement shall inure to the benefit of the
Licensor, its successors and assigns. It is expressly understood and agreed,
however, that the assignor of any rights hereunder shall remain bound by the
obligations hereof.
ARTICLE XIV
NOTICES
- -------
Any notice or report required or permitted to be given or made under this
Agreement by one of the parties hereto to the other shall be in writing and
shall be deemed to have been sufficiently given or made for all purposes if
mailed by registered mail, postage prepaid, addressed to such other party at its
respective address.
ARTICLE XV
ENTIRE AGREEMENT AND AMENDMENTS
- -------------------------------
This Agreement contains the entire understanding of the parties with respect to
the matter contained herein. The parties hereto may, from time to time during
the continuance of this Agreement, modify, vary or alter any of the provisions
of this Agreement, but only by an instrument duly executed by both parties
hereto.
10
<PAGE>
ARTICLE XVI
GOVERNING LAW
- -------------
This Agreement shall be construed in accordance with the laws of the United
States and the State of Indiana. The parties further agree that to the greatest
extent permitted by law, the agree venue shall be the United States District
Court for the Northern District of Indiana, and that each party shall waive the
right to be tried by jury.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.
LICENSEE DEPUY MOTECH, INC.
By
--------------------------------
Its
--------------------------------
Date
-------------------------------
LICENSOR: BIEDERMANN MOTECH GmbH
By
---------------------------------
Its
--------------------------------
By
---------------------------------
Its
--------------------------------
11
<PAGE>
*
* Confidential portions omitted and filed separately with the Commission.
<PAGE>
ATTACHMENT 4
EXCLUSIVE LICENSE AGREEMENT
By and between DEPUY MOTECH, INC., an Indiana corporation with offices in
Warsaw, Indiana ("Licensee") and ORT-MED B.V., a corporation validly existing
under the laws of The Netherlands, having offices in Rotterdam, The Netherlands
("Licensor").
WITNESETH
WHEREAS Licensor represents and warrants to Licensee that it owns, and
has the right to grant an exclusive license to, the "Licensed Patents"
(as hereinafter defined) and,
WHEREAS Licensee desires to obtain exclusive rights from Licensor in and
to the Licensed Patents and,
WHEREAS Licensor is willing to grant to Licensee such rights,
NOW THEREFORE, in consideration of the mutual covenants set forth below,
the parties agree as follows:
ARTICLE 1
1. Definitions - As used in this Exclusive License Agreement, the following
words and phrases will have meaning specified below.
1.1 "Territory" shall, subject to the provisions of Article IV, mean
-----------
all countries of the world.
1.2 "Devices" shall mean the medical devices identified in Attachment
---------
1 hereto.
1.3 "Licensed Patents" shall mean the patents and patent applications
------------------
specified in Attachment 2 hereto and any and all other patents and
patent applications in the Territory existing now or hereafter
during the term of this Agreement which are owned or controlled by
Licensor and which read on or cover any of the Devices, together
with any and all patents that may issue or may have issued therefrom
in the Territory (including any and all renewals, divisions,
continuations, continuations-in-part, reissues, substitutions,
confirmations, registrations, revalidations, revisions, extensions
or additions of or to any of the aforesaid patents and patent
applications). From time to time during the term of this Agreement,
Licensor will provide Licensee, upon request, with an updated
version of Attachment 2.
1
<PAGE>
1.4 "Valid Claim" shall mean a claim respecting a Device pending
-----------
in a patent application or in an unexpired patent included within the
Licensed Patents which has not been held unenforceable, unpatentable or
invalid by a decision of a court or other governmental agency of competent
jurisdiction, unappealable or unappealed within the time allowed for
appeal, and which has not been admitted to be invalid or unenforceable
through reissue or disclaimer. If in any country there should be two or
more such decisions conflicting with respect to the validity of the same
claim, the decision of the higher or highest tribunal shall thereafter
control; however, should the tribunals be of equal rank,then the decision
or decisions upholding the claim shall prevail when the conflicting
decisions are equal in number, and the majority of decisions shall prevail
when the conflicting decisions are unequal in number.
1.5 "Product" shall mean any Device the manufacture, use or sale of which
---------
would, but for this Agreement, infringe a Valid Claim.
1.6 "Net Sales Price" shall mean the gross invoice price at which Product is
-----------------
sold by or on behalf of Licensee to the first consignee not a party to this
Exclusive License Agreement, less commissions allowed to distributors,
discounts allowed dealers, cash discounts, refunds, replacements or credits
allowed to purchasers for return of Product or as reimbursement for damaged
Product, freight, postage, insurance and other shipping charges, sales and
use taxes, customs duties and any other governmental charges imposed on the
production, importation, use or sale of Product. In the case of Product
sold outside the United States, Net Sales Price shall be based on
Licensee's then current International Distributor List Price (regardless of
the transfer price actually charged) from which will be deducted all the
applicable discounts, refunds, credits and the like, itemized above.
1.7 International Distributor List Price shall mean the number that is produced
------------------------------------
by a) multiplying The Company's then current United Stated list price by *
percent (* %), b) further multiplying the product produced in a) above by *
percent (* %) and c) further multiplying the product produced in b) above
by the (*).
1.8 "Trademark" shall mean the name "MOSS" used in conjunction with the
-----------
sale or promotion of Product and any and all rights Licensor has or may
have in such name throughout the Territory.
1.9 "MOSS Miami" shall mean products not covered by Licensed Patents which are
------------
the
*Confidential portions omitted and
filed separately with the Commission.
2
<PAGE>
subject of a separate Consulting Agreement between Licensee, Professor
Jurgen Harms ("Professor Harms") and Dr. Harry Shufflebarger ("Dr.
Shufflebarger") dated as of even date herewith.
1.10 "New Products" shall mean any product hereafter developed or
--------------
designed by Licensor, Licensee, Biedermann Motech GmbH or any other party
not defined as a Product or MOSS Miami but which is sold by, with or under
the MOSS name in conjunction with Products or MOSS Miami.
1.11 "Joint Venture Agreement" shall mean an agreement entitled "Joint Venture
-------------------------
Agreement" of even date herewith between DePuy Inc., Biedermann Motech
GmbH and Lutz Biedermann.
1.12 "Technology Agreement" shall mean an agreement entitled "Technology
----------------------
Agreement" of even date herewith between Licensee and Biedermann Motech
GmbH.
1.13 "Fehling" shall mean Fehling Medical AG as defined in the Joint
---------
Venture Agreement.
1.14 "Consulting Agreement" shall mean an agreement entitled "Consulting
----------------------
Agreement" of even date herewith between Licensee, Professor Jurgen
Harms and Harry Shufflebarger, M.D.
ARTICLE II
GRANT
- -----
Licensor hereby grants to Licensee an exclusive worldwide license,
including the right to grant sublicenses, under Licensed Patents and to
the Trademark, to make, have made, use, and sell Products and to trade
thereupon.
ARTICLE III
ROYALTIES
- ---------
A. In consideration of the licenses and rights granted by Licensor to
Licensee hereunder, Licensee will pay or cause to be paid to
Licensor a royalty equal to * percent (* %) of the Net Sales Price of
Product sold in all parts of The Territory, except Europe. With
regard to the sale of Product in Europe,
The Company shall pay Ort-Med royalties calculated as follows:
a. * percent (* %) of the Net States Price during the first five (5) years
following the execution of this Exclusive License Agreement.
*Confidential portions omitted and filed separately with the Commission.
3
<PAGE>
Provided, however, at such time as the royalty produced in this sub-paragraph
plus the amount paid by Fehling as royalties after the date of this Exclusive
License Agreement, plus the amounts paid as compensation to Motech under the
Technology Agreement, plus the amount paid to Professor Harms as compensation
under the Consulting Agreement equal * Dollars ($ *), no further payments will
be made to Licensor.
b. * percent (* %) of the Net Sales Price commencing on the first day of the
sixth year following the execution of this Joint Venture Agreement and
continuing for its remaining term.
B. Additionally, Licensee agrees to pay compensation to Licensor equal to *
Percent (* %) of Net Sales of Monoaxial Screws identified on Attachment 1
occurring anywhere in The Territory except Europe. Sales of monoaxial screws
in Europe will earn royalties and be subject to the limitations all as set
forth in A above.
C. The obligation to pay royalties to Licensor under this Article is imposed
only once with respect to the same unit of Product regardless of the number
of Valid Claims and Licensed Patents, if any, covering the same. There shall
be no obligation to pay Licensor under this Article on sales of Product
between Licensor and Licensee but in such instances the obligation to pay
royalties shall arise upon the sale by on or behalf of Licensee to the first
consignee not a party to this Exclusive License Agreement. Payments due
under Paragraph A of this Article shall be deemed to accrue when payment for
Product has been received by Licensee, or Licensee's agent from the first
consignee who is not a party to this Exclusive License Agreement, whichever
event shall first occur.
D. If a patent or patents of a third party should exist during the term of this
Agreement in any country covering the manufacture, use or sale of any
Product, and if after a good faith investigation by competent counsel it
should prove, in Licensee's judgement, impractical or impossible for
Licensee to continue the activity or activities licensed hereunder without
obtaining a royalty-bearing license from such third party under such patent
or patents. Licensee shall be entitled to a credit against the payments due
hereunder of an amount equal to the royalty paid to such third party not to
exceed * Percent (* %) of the royalty payment due under this Agreement,
arising from the manufacture, use or sale of Product in said country.
*Confidential portions omitted and filed
4 separately with the Commission.
<PAGE>
E. If at any time or from time to time a third party in any country shall,
under right of a compulsory license granted or ordered to be granted by a
competent governmental authority, manufacture, use or sell any Product with
respect to which royalties shall be payable pursuant to Paragraph A of this
Article, then Licensee, upon notice to Licensor and during the period such
compulsory license shall be effective, shall have the right to reduce such
royalty on each unit of Product sold in such country to an amount no greater
than the amount payable by said third party in consideration of its
compulsory license and provided that Licensor receives the benefit
of such compulsory license.
F. Licensee shall at all times have the sole and unfettered right to set,
alter, raise or lower the prices of any and all Products, during the
term of this Exclusive License Agreement.
G. If at any time Professor Harms ceases to perform services required under
Article V, the applicable royalty rate shall be reduced by * Percent (* %)
of the relevant Net Sales Price.
ARTICLE IV
LIMITS ON TERRITORY
- -------------------
A. NOTWITHSTANDING, the definitions of "Territory" contained in Article I, the
parties understand and agree that the license granted herein shall not be
effective so as to grant licensee the right to make, have made, use or sell
Products or trade upon or use of the Trademark on the continent of Europe
until the earlier of; (a) the date or dates upon which licensee shall have
entered into separate agreements with the current distributor of Products,
Fehling Medical AG, permitting Licensee to market Products in one or more
countries of Europe, (b) Fehling Medical AG is no longer the distributor in
any such part of The Territory for whatever reasons, or, (c) 1 January,
1996.
B. NOTWITHSTANDING, this grant of an exclusive license, the parties understand
and agree that Licensor retains and shall have the right to make, have made
and sell products that would otherwise infringe one or more Licensed
Patents for the limited purpose of supplying such products to no more than
two (2) hospitals, one of which shall be limited to the institution where
Professor Harms performs surgery and the other to be limited to the
institution where Dr. S. Salger performs surgery. In the event either
Professor Harms or Dr. S. Salger relocates his practice to an institution
that already purchases Products, Licensor agrees to pay in each of the next
three (3) years, to the sales person or organization already supplying such
Products a sum equal * Percent (* %) of
* Confidential portions omitted and filed separately with the Commission.
5
<PAGE>
the sales volume of Products sold to that institution in the twelve (12)
months preceding the relocation of Professor Harms or Dr. Salger.
ARTICLE V
CONSULTING ACTIVITIES
- ---------------------
A. Licensor agrees that it will cause its owner, Lutz Biedermann and will use
its best efforts to persuade Professor Harms assist Licensee in its efforts
to sell Products throughout The Territory. Such assistance will include,
but not be limited to, the development of information, knowledge and
expertise relating to Products, including improvements thereto, and
1. Conducting preclinical and clinical investigations and evaluation
studies.
2. Providing assistance in the preparation of Products labeling, package
inserts and surgical techniques and improvements and modifications of
the same, and training sales people in their use, benefits and
applications.
3. Rendering other assistance, collaboration and advice within the bounds
of professional ethics which would make a favorable impact on the
professional acceptance and use of Products.
4. Rendering assistance in satisfying FDA and other applicable regulatory
agencies in The Territory, requirements concerning the Products to
include, if necessary, proving the safety and effectiveness of the
Products and obtaining FDA or other approval to clinically study and
commercially sell the same.
5. Assisting Licensee, at Licensee's request and expense, in the
presentation of scientific, clinical and related professional
information to the medical community, at seminars conventions and
learning centers in Professor Harms's operation room or other surgical
sites in The Territory.
6. Being available, at Licensee's request and expense, to informally
discuss with Licensee, the progress of its efforts with respect to the
Products at mutually agreeable times and places.
7. Assisting Licensee in the defense of product liability suits and
claims.
B. Licensor agrees that it will continue, or will cause Mr. Lutz Biedermann
and Professor Harms to continue at Licensor's expense, their current
practice and activities regarding consultation with and use of Devices by
surgeons of international renown, called the MOSS Study Group and to share
with Licensee all data, results, suggestions and other
6
<PAGE>
information generated by or in conjunction with the MOSS Study Group.
C. While Licensor agrees that generally the foregoing services shall be
performed at no additional cost to Licensee, the parties do agree that
Licensee shall reimburse Licensor, Mr. Biedermann or Professor Harms for
out of pocket, travel and lodging expenses, including First Class airfare
incurred in the performance of these services. Licensee further agrees that
it will pay Professor Harms one honorarium of * Dollars ($ *) per day for
each day spent in general non-product specific training of an initial group
of sales people, currently estimated to be for a period of approximately
five (5) days.
ARTICLE VI
MINIMUM SALES
- -------------
A. Licensee agrees that during the first five (5) years of this Exclusive
License Agreement, the total of all invoices evidencing sales of Product,
together with the sales of MOSS Miami and New Products will equal no less
than * Dollars ($ *) ("Minimum Sales") so long as Professor Harms continues
his activities set forth in Article V and the United States Food and Drug
Administration does not undertake any action to restrict or further limit
the sale of MOSS Products in the United States during such time.
B. MINIMUM SALES will be increased to * Dollars ($ *) if the above conditions
are met and MOSS Miami Products are available for general sale and
distribution by the first day of October, 1993 and were available for
display in their final form at Spinal Research Society meeting and SICOT
(International Association of Orthopaedic Surgeons).
C. MINIMUM SALES will be subject to a further increase for sales of MOSS
System, MOSS Miami and New Products in Europe by an additional * Dollars
($ *) at such time as Licensee has the right to both MOSS System and MOSS
Miami in Europe. Calculation of the Minimum Sales shall be based on sales
converted to Licensee's International Distributor List Prices and currency
values are intended to be based on exchange rates in effect on the date of
this Exclusive License Agreement, to the fullest extent it is possible to
recreate or estimate them in the future.
*Confidential portions omitted and filed separately with the
Commission.
7
<PAGE>
D. Provided, however, it is the intention of the parties that during the
period in which Minimum Sales are relevant as outlined above, sales of all
products, including MOSS System. MOSS Miami and New Products and in all
countries will be aggregated without regard to their type or country in
which they are sold to determine if and when the Minimum Sales are met.
Further provided that in the event Licensee fails to meet or achieve
Minimum Sales, Licensor's sole remedy will be the loss of exclusivity to
the Licensed Patents under this Exclusive License Agreement.
ARTICLE VII
REPORTS
- -------
Within ninety (90) days after the close of each calendar quarter of each year
during the term of this Agreement (including the last day of any such calendar
quarter following the expiration date of this Agreement), Licensee shall report
to Licensor all payments actually accruing under Article III during such
calendar quarter. Such reports shall indicate for such calendar quarter the Net
Sales Price of the Product sold by Licensee with respect to which payment is due
and the amount of such payment. In case no payment is due for any such period,
Licensee shall so report. Licensee shall keep accurate records in sufficient
detail to enable the aforesaid payments due under Article III to be determined.
Upon the request of Licensor, Licensee shall permit an independent certified
public accountant selected by Licensor to have access during regular business
hours and upon reasonable notice to Licensee, to such of the records of Licensee
as may be necessary to verify the accuracy of the reports made during any
previous unaudited period, except that: said accountant shall meet the prior
approval of Licensee, which approval shall not be unreasonably withheld, and;
said accountant shall not disclose to Licensor any information except that which
should properly have been contained in such reports, and said audit right may
not be exercised more than once in any one calendar year.
ARTICLE VIII
TIMES AND CURRENCIES OF PAYMENT
- -------------------------------
Payments shown to have accrued by each of the quarterly reports provided for
under Article VII above shall be due and payable on the date such report is due
and shall be paid in United States Dollars. Licensee will deduct or withhold
from such payments and pay to the proper taxing authority all taxes or fees
required by law or regulation to be deducted or withheld with respect to such
payments and proof of payment secured and sent to Licensor as evidence of such
8
<PAGE>
payment. The rate of exchange to be used in computing the amount of local
currency equivalent to the United States Dollars due to Licensor as royalty
shall be the commercial exchange rate as reported in The Wall Street Journal as
of the day payment is being made.
ARTICLE IX
INFRINGEMENT
- ------------
In the event that a third party appears to be infringing one or more of the
Licensed Patents or Trademarks, Licensee shall bring such infringement to the
attention of Licensor. Licensor and Licensee may negotiate to bring an action
for infringement, sharing on a predetermined cost sharing basis and each sharing
in a recovery on that same basis. If Licensor does not institute or join with
Licensee in bringing infringement proceedings against such third party within
ninety (90) days after written notice from Licensee that such third party
appears to be infringing one or more of the Licensed Patents, licensee shall
have the right to take whatever steps in its own and sole discretion it shall
deem advisable, including but not limited to, settlement or the filing of suit
for damages or to enjoin such sales or offers for sale by such third party.
Licensor agrees to perform all acts which may become necessary or desirable to
vest in Licensee the right to institute any such suit and shall, upon reasonable
notice, cooperate and, to the extent deemed necessary or desirable by Licensee
and at Licensee's expense, participate in any suit to enjoin such infringement
and to collect, for the benefit of Licensee, damages, profits and awards of any
nature recoverable for such infringement. The costs and expenses of such suit or
settlement shall be borne by Licensee initially and shall be deducted from
royalties payable to Licensor. The recovery of damages in any such suit or
settlement with any third party shall first be used to reimburse Licensee for
costs and expenses of such suit or settlement and then inure to the benefit of
Licensee.
ARTICLE X
PATENT APPLICATIONS
- -------------------
Licensor agrees that it shall be fully responsible at Licensor's cost for
maintaining the Licensed Patents, in all jurisdictions where they have issued,
diligently prosecuting application identified on Attachment B and filing for and
prosecuting such renewals, divisions, continuations, continuations-in-part,
reissues, substitutions, confirmations, registrations or revalidations,
revisions and extensions of Licensed Patents.
9
<PAGE>
ARTICLE XI
FUTURE DEVELOPMENTS
- -------------------
Licensor will disclose to Licensee all improvements relating to the Devices and
Licensed Patents, which are invented, developed or otherwise acquired by
Licensor during the term of this Agreement. Licensee shall automatically have,
subject to all of the terms and conditions of this Agreement, but without any
additional license fee or royalty other than as are called for in the Technology
Agreement, a worldwide exclusive license, including the right to grant
sublicenses, with respect to and under any patent or patent application which
Licensor may secure of file thereon or in connection therewith. All such patents
and patent applications shall be added to the Licensed Patents.
ARTICLE XII
WARRANTY OF LICENSOR
- --------------------
Licensor represents and warrants that it has and at all times during the term of
this Exclusive License Agreement, it will have, full and exclusive right, title
and interest in and to the Licensed Patents and Trademarks; that it is not a
party to any agreement and is not aware of any law, regulation, circumstance or
fact that would limit its right to enter into this Exclusive License Agreement
or impair Licensee's rights set forth herein; and that it is not aware of any
fact or circumstance that would lead to a reasonable conclusion any Device
might infringe, or is claimed by anyone else to infringe, the intellectual
property rights of a third party.
ARTICLE XIII
CONFIDENTIALITY
- ---------------
Each party undertakes to keep secret and confidential and not to disclose to any
third party, except as it is necessary in carrying out the purpose of this
Agreement, during the term of this Agreement and for a period of two (2) years
thereafter any information, data or know-how disclosed to it by the other party
except:
1. Information, data and know-how which at the time of disclosure is in the
public domain or publicly known or available;
2. Information, data or know-how which, after disclosure, becomes part of
the public domain or publicly known or available by publication or
otherwise, except by breach of this Agreement by the receiving party;
*Confidential portions omitted and filed separately with the
Commission.
10
<PAGE>
3. Information, data or know-how which the receiving party can establish by
competent proof was in its possession at the time of disclosure by the other
party;
4. Information, data or know-how which the receiver receives from a third
party; provided, however, that such information was not obtained by said third
party from the other party; and,
5. Information, data, and know-how which the receiver derives independently
of such disclosure.
ARTICLE XIV
EFFECTIVE DATE AND TERM
-----------------------
This Agreement will become effective on the day and year first written above
and will remain in effect until and expire upon the expiration of the first
to occur of; a) the expiration of the relevant Licensed Patent or, b) the
last commercial sale of the relevant Product.
ARTICLE XV
TERMINATION FOR CAUSE
---------------------
Failure by Licensor or Licensee or of any of its Subsidiaries to comply with
any of the obligations and conditions herein contained, unless such failure
results from or is caused by applicable laws or regulations, shall entitle
the other party to give to the party in default notice requiring it to make
good such default. If such default is not cured within ninety (90) days after
the receipt of such notice, the notifying party shall be entitled (without
prejudice to any of its other rights conferred on it by this Agreement) to
terminate this Agreement by giving notice to take effect immediately. The
right of either party to terminate this Agreement, as hereinabove provided,
shall not be affected in any way by its waiver of, or failure to take, action
with respect to, any previous default.
ARTICLE XVI
RIGHTS AND OBLIGATIONS UPON TERMINATION
---------------------------------------
A termination of this Agreement for any reason shall be without prejudice to:
1. Licensor's right to receive all royalties accrued under Article III and
unpaid on the effective date of such termination.
2. Any other remedies which either party may then or thereafter have
hereunder or
11
<PAGE>
otherwise. Upon termination of this Exclusive License Agreement prior to
the completion of the term provided for in Article XIV, Licensee shall
be permitted by Licensor to convert raw material Licensee has on hand
into Product and to sell it as well as to sell Product Licensee has on
hand. Provided that Licensee shall pay royalties thereon at the rate and
at the time herein provided and render reports thereon in the manner
herein provided.
ARTICLE XVII
SUCCESSORS AND ASSIGNS
----------------------
Licensee may assign its rights under this Exclusive License Agreement in
whole or in part to any other company with which it shares a common ownership
of a majority of Licensee's capital stock and which is engaged in the sale of
orthopaedic products, which shall be substituted directly for it hereunder.
This Agreement shall not otherwise be assignable by Licensee without the
prior written consent of Licensor. This Agreement shall inure to the benefit
of the Licensor, its successors and assigns. It is expressly understood and
agreed, however, that the assignor of any rights hereunder shall remain bound
by the obligations hereof.
ARTICLE XVIII
-------------
NOTICES
-------
Any notice or report required or permitted to be given or made under this
Agreement by one of the parties hereto to the other shall be in writing and
shall be deemed to have been sufficiently given or made for all purposes if
mailed by registered mail, postage prepaid, addressed to such other party at
its respective address.
ARTICLE XIX
-----------
ENTIRE AGREEMENT AND AMENDMENTS
-------------------------------
This Agreement contains the entire understanding of the parties with respect
to the matter contained herein. The parties hereto may, from time to time
during the continuance of this Agreement, modify, vary or alter any of the
provisions of this Agreement, but only by an instrument duly executed by both
parties hereto.
12
<PAGE>
ARTICLE XX
GOVERNING LAW
- -------------
This Agreement shall be construed in accordance with the laws of the United
States and of the State of Indiana. The Parties further agree that to the
greatest extent permitted by law, the agreed venue shall be the United States
District Court for the Northern District of Indiana and each Party shall waive
the right to trial by jury.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.
LICENSEE DEPUY MOTECH, INC.
By
--------------------------------
Its
--------------------------------
Date
-------------------------------
LICENSOR: ORT-MED
----------------------------
By
--------------------------------
Its
-------------------------------
Date
-------------------------------
13
<PAGE>
*
*Confidential portions omitted and filed separately with the
Commission.
<PAGE>
ATTACHMENT 5
CONSULTING AGREEMENT
Made as of this ____ day of _____, 1993 by and among DePuy Motech Inc., an
Indiana corporation, with offices in Warsaw, Indiana, ("DePuy Motech"),
Professor Jurgen Harms, M.D. a resident of ______, Germany ("Professor Harms")
and Harry Shufflebarger, M.D. a resident of ______ Florida, ("Dr.
Shufflebarger") ("Collectively Consultants").
WHEREAS DePuy Motech wishes to obtain the consulting services of and advice
of Consultants regarding the development and commercialization of a system
of devices intended to be used in the surgical treatment of the human spine
hereafter referred to as MOSS Miami, which are identified on Attachment 1
("Products") and,
WHEREAS Consultants are willing to render such services and advice to
DePuy Motech.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:
ARTICLE 1
DUTIES OF CONSULTANTS
---------------------
A. Consistent with their professional obligations and the parties'
intention that they will continue their full time practice of medicine,
Consultants agree to use their reasonable best efforts to work with
DePuy Motech, at DePuy Motech's request, to assist in developing and
presenting information, knowledge and expertise relating to the
Products. Consultants' activities may include, but are not necessarily
limited to:
1. Assisting in the design of Products and improvements thereto;
2. Conducting preclinical and clinical investigations and evaluation
studies;
3. Assisting in the preparation of Products labeling, package inserts
and surgical techniques and improvements and modifications of the
same;
4. Assisting in keeping DePuy Motech informed of recent developments
and market trends in areas related to the Products;
5. Rendering advice within the bounds of professional ethics on those
things which would favorably impact on the professional acceptance
and use of the Products;
6. Rendering assistance as requested by DePuy Motech in satisfying FDA
and similar foreign requirements concerning the Products to
include, if necessary, assisting with proving the safety and
effectiveness of the Products and obtaining FDA and foreign
agencies' approval to clinically study and commercially sell the
same.
7. Assisting DePuy Motech in the defense of product liability suits
and claims.
B. Consultants agree to assist DePuy Motech, at DePuy Motech's request and
expense, in the presentation of scientific, clinical and related
professional information to the orthopaedic community at mutually
convenient times and places by:
<PAGE>
1. Speaking at seminars and related meetings;
2. Opening their respective operating rooms to visiting surgeons. DePuy
Motech acknowledges that whenever and wherever any part of the
consulting services may be rendered at a hospital or other medical
facility, consultants' obligations to render such services are at all
times subject to the provisions of adequate consent by patients,
attending physicians, the hospital or medical facility or any other
interested parties. These services shall at all times be subject to
applicable professional ethics.
C. Consultants shall be available, at DePuy Motech's request, to informally
discuss with DePuy Motech the progress of Consultants' and DePuy's efforts
with the respect to the Products at mutually agreeable times and places.
D. Consistent with the exercise of good medical judgement and allowing for
good patient care, Consultants agree to become sufficiently familiar with
the Products and their uses and design to permit each of them to render
meaningful services under this Agreement by exercising reasonable and good
faith diligence in this effort, including, but not limited to, the use of
Products in their actual surgical cases.
E. The obligations of Dr. Shufflebarger under this Agreement shall not
preclude him from attending and participating in events identified on
Attachment 1, Appendix 1.
ARTICLE II
TERM OF AGREEMENT
- -----------------
The term of this Agreement shall commence on the date first written above and
shall continue for a period of at least five (5) years from that date.
Thereafter, this Agreement will automatically renew for successive periods of
one (1) year each, unless one party serves on the other parties of his or its
intention to not renew at least six (6) months prior to the expiration of the
then current term. This Agreement may be terminated least six (6) months prior
to the end of its term:
A. By any party upon thirty (30) days notice to the other parties and upon the
approval of the other parties, except that such approval of DePuy Motech
shall not be required if DePuy Motech discontinues actively marketing
Product in substantially the same manner as similar products are marketed
in the industry.
B. By any party, in the event another party commits a material breach of any
provision of this Agreement, which breach remains uncured for a period of
thirty (30) days following notice of its existence which is received by the
breaching party from the other party.
C. By DePuy Motech, at any time, should DePuy Motech discontinue sales of the
Product.
D. Provided, however, termination or failure to renew the term of this
Agreement by or with respect to one of Professor Harms or Dr. Shufflebarger
only shall not operate so as to terminate or fail to renew this Agreement
as to the other of them. Further, provided, that this
2
<PAGE>
Agreement shall terminate immediately as to either Consultant in the event
of his death or disability continuing for sixty (60) days in which case no
compensation will accrue or be payable to him or his estate.
ARTICLE III
COMPENSATION OF CONSULTANTS
- ---------------------------
In consideration of the services Consultants render under this Agreement, DePuy
Motech agrees to pay Consultants a fee equal to the following:
A. * Percent (* %) of Net Sales of Product payable to Professor Harms.
B. * Percent (* %) of Net Sales of Product payable to Dr. Shufflebarger.
C. "Net Sales" is defined as the total monetary consideration actually
received by DePuy Motech from sales of a Product by DePuy Motech to the
first consignee, less salesperson's commissions, royalties payable in good
faith to non-related third parties, trade discounts, allowances for
conversion and exchange returns, freight, insurance and taxes payable on
other than the income of DePuy Motech and duties. Provided, however, as to
any market, Net Sales shall never be less than * Percent (* %) of the price
at which any Products were originally sold in the relevant market.
D. DePuy Motech also agrees to reimburse Consultants, but not pay honoraria,
for actual out of pocket expenses for travel, lodging, meals and other
costs incurred during their performance of services under this Agreement.
ARTICLE IV
RELATIONSHIP OF THE PARTIES
- ---------------------------
It is understood that nothing in this Agreement shall be construed to create the
relationship of employer and employee between DePuy Motech and Consultants.
Consultants will be deemed at all times to be independent contractors, and
accordingly DePuy Motech will not make any deductions required by law to be made
from compensation paid by an employer to an employee. As independent
contractors, Consultants will be required to perform their duties only in
accordance with the provisions of this Agreement. Neither this Agreement nor the
consulting services performed hereunder shall be construed to create the
relationship of principal and agent, partners or joint ventures between DePuy
Motech and Consultants and neither party shall have the right to make any
commitment for, or create any obligations on the behalf of, another.
ARTICLE V
CONFIDENTIALITY
- ---------------
A. Consultants will hold in confidence for DePuy Motech and will not disclose
to any third party or use for his or their own purposes without the written
consent of DePuy Motech any unpublished information relating to new product
development, research activities.
*Confidential portions omitted and filed separately with the
Commission.
3
<PAGE>
manufacturing processes, marketing plans, costs and pricing strategies of
DePuy Motech with which Consultants become familiar as a result of their
activities under this Agreement or which Consultants produces for DePuy
Motech under this Agreement (hereinafter called "Confidential
Information", other than in the event of termination resulting from a
breach by DePuy Motech. Consultants' obligation under this paragraph will
continue for three (3) years after the termination of this Agreement.
B. Consultants will not publish any Confidential information developed or
disclosed under this Agreement without the prior written consent of DePuy
Motech, which consent shall not be unreasonably withheld. If such consent
is given by DePuy Motech, Consultants agree to give DePuy Motech a
pre-print of any proposed publication containing such Confidential
Information at least sixty (60) days prior to its submission or disclosure
for review to a publisher, and further agrees that DePuy Motech will not be
identified in such publication without DePuy Motech's approval. Consultants
agree to make any changes directed by DePuy Motech during said sixty (60)
days to protect the confidentiality of Confidential Information.
C. Consultants will require that any person or institution working for or with
them on the subject matter of this Agreement sign an agreement to be bound
by confidentiality and nonuse provisions similar to those imposed by this
Agreement.
D. Provided, however, "Confidential Information" shall not include information
which: (i) is or becomes public knowledge by acts other than those of
Consultants, or (ii) is or becomes available to Consultants from a source
other than DePuy Motech, which source has an unrestricted right to
disclose the same to the Consultants, (iii) is required to be disclosed as
a result of legal process or administrative proceedings, (iv) in the
possession of Consultants prior to it having been disclosed by DePuy
Motech, or (v) is of the type readily available by inspection of products
offered for sale in the ordinary course of business of DePuy Motech or
others. Consultants' obligation under this paragraph will continue for
three (3) years after the termination of this Agreement.
ARTICLE VI
INVENTIONS
- ----------
A. Any information pertaining to Products developed by either Consultant or by
one of Consultants' employees while either is working within the scope of
this Agreement shall belong to DePuy Motech. If DePuy Motech considers any
such information to be inventions on which it wishes to apply for patents,
U.S. or foreign, Consultants will, at the request of DePuy Motech, whenever
made, execute or have executed all papers that DePuy Motech reasonably
deems necessary for the filing and prosection of patent applications and
for transferring to DePuy Motech legal title to the inventions,
applications and any patents
4
<PAGE>
granted. DePuy Motech will bear all costs involved. Consultants' obligation
under this paragraph will continue after the termination of this Agreement
insofar as to they relate to activities which took place during the term of
this Agreement.
B. As part of their services under this Agreement, Consultants will
immediately disclose all information referred to above in Paragraph A to
DePuy Motech and, at all times, keep DePuy Motech informed on the latest
significant information that Consultants receive on the following matters:
(i) design modifications and improvements in Products.
(ii) clinical investigations and clinical evaluation studies and other
information relating to the same, and
(iii) the preparation of labels and package inserts for the Products and
any improvements and modifications to the surgical techniques
related to the Products.
C. Should either one or both Consultants develop any improvements or
modifications to the Products during the term of this Agreement or the two
(2) years after the expiration or termination of this Agreement,
Consultants shall advise DePuy Motech of such improvements or
modifications, and DePuy Motech shall have a right of first refusal to
acquire and utilize any such improvements or modifications at a price to be
agreed upon by the parties. DePuy Motech shall be given ninety (90) days to
evaluate any such improvements or modifications after DePuy Motech is
advised of the details, and during this ninety (90) days Consultants will
not disclose the improvements or modifications to any third party. Should
DePuy Motech and Consultants fail to agree on a price within the ninety
(90) days Consultants shall be free to solicit offers from third parties.
In the event an offer is obtained from a third party, Consultants will
convey the terms of that offer to DePuy Motech which will have the sole
option for a period of thirty (30) days to match it. If DePuy Motech does
not match the offer within the thirty (30) days Consultants shall be free
to sell to the third party.
ARTICLE VII
RETURN OF MATERIALS
- -------------------
The Consultants acknowledge that DePuy Motech has exclusive right, title and
interest in and to the Confidential Information. Disclosure of such
Confidential Information to either Consultant by DePuy Motech shall not create
in the Consultants' favor any rights, title or interest in or to such
Confidential Information. Confidential Information of DePuy Motech furnished to
either Consultant pursuant to this Agreement shall be and remain the property of
DePuy Motech. Upon the termination of this Agreement or upon the request of
DePuy Motech, the Consultants will return to DePuy Motech all physical
embodiments of such Confidential Information and all other materials and copies
thereof
5
<PAGE>
Provided by DePuy Motech in connection with the Consulting Services which are in
existence at the date of such termination or request and are in the Consultants'
possession or under their control. No copies of such materials, in written,
printed, or machine readable form, will knowingly be retained thereafter by
Consultants.
ARTICLE VIII
RECORDS
- -------
A. DePuy Motech agrees to keep true and accurate records of accounts showing
the number of units of Products sold by it and to render quarterly
statements for each calendar quarter to each Consultant on the thirtieth
(30th) day of the month subsequent to the end of the previous calendar
quarter, previous calendar showing the dollar volume of such Products sold
by it during the preceding calendar quarter, the amount of Net Sales, and
to pay Consultants the amounts that are due for such calendar quarter in
accordance with Article III herein.
B. DePuy Motech shall make all financial payments in U.S. dollars or in such
other currencies converted from U.S. dollars at a rate equal to the
commercial exchange in effect in New York, New York on the day payment is
made, including payments on Net Sales of Product sold outside the United
States.
C. With each such quarterly statement, DePuy Motech shall also reimburse
Consultants for out-of-pocket travel and related expenses incurred by
either of them at the request of DePuy Motech during such previous calendar
quarter and for which appropriate documentation has been furnished to DePuy
Motech.
D. DePuy Motech agrees, at the request and expense of either Consultant, to
permit an independent accountant, selected by such Consultant (except one
to whom DePuy Motech has some reasonable objection), to have access during
ordinary business hours to such records as may be necessary to verify DePuy
Motech's calculations of compensation payments to Consultants. Provided,
however, that the independent accountant shall be required as a condition
to conducting such examination to agree that no copies of such records will
be made or retained by him and that any information obtained by him will
not be disclosed to third parties.
ARTICLE IX
PRICE
- -----
Subject to the provisions of Article III C, it is understood and agreed that the
price of each Product will be fixed by DePuy Motech and DePuy Motech shall have
the full power and authority to change The Price by either raising or lowering
the price as it shall see fit any time without notice to Consultants.
6
<PAGE>
ARTICLE X
DEFINITION OF SALE
- ------------------
For the purpose of this Agreement and the payments due Consultants under Article
III, Products shall be considered as sold when payment for the same has been
received by DePuy Motech from the purchaser when such Products have been sold by
DePuy Motech.
ARTICLE XI
CONSULTANTS' EXCLUSIVE SERVICES
- -------------------------------
Each Consultant agrees that for so long as he receives compensation from DePuy
Motech and for an additional period of one (1) year thereafter, unless DePuy
Motech either a) terminates this Agreement, b) discontinues its efforts to
actively promote the sale of Product, or c) is in default of one or more of its
material provisions he will not consult with third Parties about or participate
in the design of products intended for the same use as Products
ARTICLE XII
WAIVER
- ------
No failure by any party to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver, nor shall any single or partial exercise of
that right or any other right hereunder by any party.
ARTICLE XIII
ENTIRETY CLAUSE
- ---------------
This Agreement supersedes all previous oral and written agreements between the
parties and constitutes the only and entire understanding between the parties
with respect to the subject matter of this Agreement.
ARTICLE XIV
ASSIGNABILITY
- -------------
Neither Consultant shall not have any power, right, or entitlement to assign his
obligation hereunder but may assign his right to receive future payments of
compensation without consent of DePuy Motech.
ARTICLE XV
FURTHER ACTION
- --------------
The parties shall, consistent with this Agreement, execute and deliver all
documents, provide all information, and take or forebear from all such actions
as may be necessary or appropriate to achieve the purposes of this Agreement.
7
<PAGE>
ARTICLE XVI
AGREEMENT AND COUNTERPARTS
- --------------------------
This Agreement and any amendments hereto may be executed in several
counterparts, and when executed, shall constitute on agreement inuring to the
benefit of, and binding upon all the parties and their respective successors,
notwithstanding that all are not a signatories to the original or same
counterpart.
ARTICLE XVII
GOVERNING LAW
- -------------
This Agreement shall be governed by and interpreted under the laws of the State
of Indiana.
ARTICLE XVIII
SEVERABILITY
- ------------
In the event any provision of this Agreement shall be held unenforceable or
invalid, all other provisions shall survive and be enforceable in accordance
with their terms.
IN WITNESS WHEREOF, the parties to this Agreement have recorded their signatures
and made this Agreement effective as of the date first written above.
DATE: Professor Jurgen Harms, M.D.
------------ ----------------------------
DATE: Harry Shufflebarger, M.D.
------------ ----------------------------
DEPUY MOTECH, INC.
BY:
------------------
DATE: Title:
------------- ------------------
8
<PAGE>
ATTACHMENT 5A
ADDENDUM TO CONSULTING AGREEMENT
By and among DePuy Motech Inc. and Professor Jurgen Harms
Notwithstanding the terms of that certain Consulting Agreement by and
among DePuy Motech Inc., Professor Jurgen Harms and Harry Shufflebarger, M.D.
("The Agreement"). Professor Harms hereby agrees and acknowledges that with
respect to sales of MOSS System, MOSS Miami and New Products, at such times as
Ort-Med or Motech, as the case may be, cease to accrue royalties during the
first five years of the Joint Venture Agreement, his right to receive
compensation under this Consulting Agreement on the sale of MOSS Miami in
Europe, shall also cease. The right to receive compensation under this
Consulting Agreement on sales outside of Europe shall continue in full force and
effect. The right to receive compensation on sale of MOSS Miami in Europe will
revive on the first day of the sixth year of the Joint Venture Agreement.
_____________________________________________
Professor Jurgen Harms
<PAGE>
*
*Confidential portions omitted and filed
separately with the Commission.
<PAGE>
ATTACHMENT 6
DISTRIBUTION AGREEMENT
Made as of the___day of_____, 1993, by and among DEPUY MOTECH, INC., an Indiana
corporation with offices in Warsaw, Indiana ("Customer"), DEPUY INC., also an
Indiana corporation with offices in Warsaw, Indiana, ("DePuy"), and BIEDERMANN
MOTECH GmbH, a corporation existing under the laws of Germany with offices in
Schwinningen, Germany ("Motech").
WHEREAS Customer is a newly formed company owned entirely by DePuy and an
affiliate of Motech, by the name of Biedermann Beteiligungs GmBH,
("Biedermann GmbH") for the purpose of distributing products intended for
use in the surgical treatment of the human spinal system and,
WHEREAS DePuy and Biedermann GmbH are parties to a Joint Venture Agreement
dated as of even date herewith, the purpose of which is to combine their
respective manufacturing capabilitie, sales and marketing efforts, and
experience and know-how to effectively compete in the spinal market and,
WHEREAS both DePuy and Motech have agreed to supply Customer with goods
and services in this effort.
NOW THEREFORE, the parties have agreed as follows:
ARTICLE 1
1. DEFINITIONS - As used in this Agreement, the following words and phrases
-----------
will have the meaning specified below.
1.1 "MOSS System" shall refer to and mean those items identified on
-------------
Attachment, which is intended to be substituted by replacement
Attachment 1 sometime after the execution of this Joint Venture
Agreement identifying those items by DePuy's Product codes.
1.2 "MOSS Miami" shall refer to and mean those items identified on
------------
Attachment 2.
1.3 "New Products" shall mean products that may hereafter be sold by
--------------
Customer which are neither MOSS System or MOSS Miami products.
1.4 "Products" shall mean any and all items that are now a part of the
----------
MOSS System or hereafter becomes part of the MOSS Miami or New
Products.
1.5 "Manufacturing Services" shall mean the performance for or on behalf
------------------------
of Customer of one or more of the steps required to produce products
in final form ready for sale, (including packaging and sterilization)
which are either performed by a party to this Agreement or by an
outside vendor for a party to this Agreement.
1.6 "Distribution Services" shall mean the performance by a party to this
-----------------------
Agreement for or on behalf of Customer of one or more of package
design, labelling, display, advertising, promotion, ordering, selling,
inventorying, accepting and processing orders from customers, for
shipping, invoicing, collecting receivables, accepting returns,
issuing credits for and paying
<PAGE>
commissions on Products.
1.7 "Administrative Services" shall mean the performance by a party to
-------------------------
this Agreement for or on behalf of Customer of one or more tasks
relating to the maintenance of the books and records of Customer, the
performance of its legal obligations to any governmental, regulatory,
---
and taxing authorities, including financial, accounting, corporate,
legal, tax, insurance, litigation and such other services as the
parties may hereafter specify.
1.8 "Cost" shall mean:
------
a) In the case of Manufacturing Services, the out of pocket cost
actually incurred in obtaining services from outside vendors, the
actual manufacturing cost including raw material, labor and factory
overhead, but no profit, for Manufacturing Services performed by
either DePuy or Motech for or on behalf of Customer.
b) In the case of Distribution Services and Administrative Services,
"Cost" shall mean the actual amount paid or incurred in producing,
procuring or delivery service. In those cases where cost cannot be
specifically identified, a reasonable approximation of cost shall be
used. Neither DePuy or Motech shall realize any profit on any product
or service to be provided at "costs".
1.9 "Territory" shall mean every country throughout the world.
-----------
ARTICLE 11
APPOINTMENT OF CUSTOMER
-----------------------
DePuy and Motech each hereby appoints Customer, and Customer hereby agrees
to serve as its and their exclusive distributor of Products throughout The
Territory.
2.1 Notwithstanding, the definitions of "Territory" contained in
---------------
Article 1, the parties understand and agree that the rights granted
herein shall not be effective so as to grant Customer the right to
sell the MOSS System on the continent of Europe until the earlier of;
a) the date or dates upon which Customer shall have entered into
separate agreements with the current distributor of MOSS Systems,
Fehling Medical AG, permitting Licensee to market Products in one or
more Countries of Europe, b) Fehling Medical AG is no longer the
distributor in any part of The Territory for whatever reason, or c) 1
January, 1996.
2.2 LIMIT ON EXCLUSIVITY
Notwithstanding, the grant of exclusive rights to sell Products,
---------------
the parties understand and agree that Motech retains and shall have
the right to sell Products to no more than two (2) hospitals, one of
which shall be limited to the institution where Professor Jurgen
Harms, M.D.
<PAGE>
("Professor Harms") performs surgery and the other to be limited to the
institution where Dr. Salger ("Dr. Salger") performs surgery. In the event
either Professor Harms or Dr. Salger relocates his practice to an institution
that already purchases Products from Customer, Motech agrees to pay in each of
the next three (3) years, to the sales person or organization already supplying
such Products a sum equal to * Percent (* %) of the sales volume of Products
sold to that institution in the twelve (12) months preceding the relocation of
Professor Harms or Dr. Salger.
ARTICLE III
-----------
AGREEMENT TO SUPPLY CUSTOMER
- ----------------------------
DePuy and Motech agree with each other and with Customer to supply, and Customer
agrees to purchase exclusively from DePuy and Motech, Manufacturing Services,
Distribution Services, and Administrative Services as Customer may require in
order to meet its obligations under this Agreement.
ARTICLE IV
COST OF SERVICES
- ----------------
DePuy and Motech agree with each other and with Customer that Customer will be
invoiced the Cost of Manufacturing Services, Distribution Services or
Administrative Services, provided to Customer as the case be under Article II,
and that no extra charges for profits, interest or the recovery of indirect
costs, other than those that are defined as Costs, will apply or be payable by
Customer.
ARTICLE V
VERIFYING COSTS
- ---------------
A. DePuy and Motech agree with each other and with Customer that in
determining Costs, they will follow generally accepted accounting
principles as are consistently applied in preparing their own internal
financial analysis and reports and as are used in the conduct of their
other business activities.
B. DePuy and Motech agree that no later than ninety (90) days following the
end of each calendar quarter, each will furnish to the other, and to
Customer quarterly statements reflecting the total amount of Costs to be
charged to Customer for the prior calendar quarter, together with
sufficient back-up data and receipts to reasonably verify the accuracy of
the information contained in such quarterly statement and compliance with
this Agreement.
C. Upon the request of either Motech or DePuy, the other shall permit an
independent certified public accountant selected by the requesting party
to have access during regular business
*Confidential portions omitted and filed separately with the
Commission.
3
<PAGE>
hours and upon reasonable notice to the other party to such of the records
of the other party as may be necessary to verify the accuracy of invoices
and costs charged Customer during any previous unaudited period, except
that: said accountant shall meet the prior approval of the other party,
which approval shall not be unreasonably denied, and; said accountant shall
not disclose to anyone, including the requesting party, any information
except that which should properly have been contained in such invoices, and
said audit right may not be exercised more than once in any one calendar
year.
ARTICLE VI
CUSTOMER OBLIGATIONS
- --------------------
6.1 Customer hereby agrees to:
a) promote at its own cost, the Products throughout the Territory to the
best of its ability;
b) exhibit prominently and promote Products at appropriate occasions,
including, without limitation, at appropriate medical conventions and
meetings;
c) provide good service to the users of Products;
d) carry a sufficient inventory to meet demands of the customers of The
Territory;
e) maintain confidentiality of information identified as confidential by
DePuy and Motech;
f) not make any representation or give any warranty relating to or in
connection with the Products, except as specifically authorized by
DePuy and Motech;
g) inform DePuy and Motech of any statutory regulation applicable in
the Territory to Products;
h) to maintain true and accurate records of all transactions involving
Products and to make such records available to DePuy or Motech if
requested for legitimate business purposes, including specifically
for purposes involving product recalls, product complaints or
litigation;
i) comply with all applicable laws and regulations in The Territory;
j) not hire or retain any government official to render services in
connection with the sale or planned sale of Products in the
Territory; and
k) to use Customer's all reasonable efforts to attain the sales goal for
The Territory established from time to time by DePuy and Motech.
Customer agrees to not sell products competitive with Products unless
Customer is specifically authorized in
4
<PAGE>
writing by DePuy and Motech to do so.
6.2 Provided, however, it is understood that Customer will meet the foregoing
obligations in part by employing Distribution Services and Administrative
Services.
6.3 Customer further agrees that it will not, without the written consent of
DePuy and Motech, purchase from a person not a party to this Agreement,
any item which would be Product if it were manufactured by or for DePuy
or Motech on Customer's behalf.
ARTICLE VII
TRADEMARKS
- ----------
Customer shall be at liberty to sell the Products in The Territory under the
names, marks, trademarks, get-up, and combinations thereof owned by DePuy or
Motech. DePuy and Motech grants to Customer the right to use the trademarks
"DePuy", "Motech", "Moss", and "Moss Miami" and the logo form associated with
them to identify Products. Customer shall not have nor acquire any other right,
title, or interest of any kind whatsoever into or upon any part of any label,
ticket, trademark, trade name, or get-up on or applied to the Products by DePuy
or Motech. If any proprietary rights or goodwill in connection with the
trademarks or trade names set out above inures to Customer's benefit for any
reason, Customer shall disclaim the same at termination and shall execute any
documents necessary to transfer the same back to its original owner. Customer
may not register any trademark or logo with any governmental entity without the
express written consent of its owner.
ARTICLE VIII
ORDERING AND INVOICING
- ----------------------
Customer, either directly or through the use of Distribution Services, will
provide DePuy or Motech, as the case may be, of twelve month rolling forecasts
of its anticipated needs for Product and will issue a firm purchase order for
Product to be obtained through Manufacturing Services at least once each
calendar quarter with no less than ninety (90) days lead time before the
scheduled delivery dates. DePuy and Motech shall issue monthly invoices as
provided for under Articles III through V to charge Customer for Manufacturing
Services, Distribution Services and Administrative Services performed during the
preceding month. The amounts on these invoices shall become due and payable
thirty (30) days following the invoice date but may be set off against any sum
or sums owed by either Motech or DePuy to Customer.
5
<PAGE>
ARTICLE IX
NO ASSIGNMENT
-------------
This Agreement cannot be assigned by the Customer without the previous
consent in writing of DePuy and Motech.
ARTICLE X
TERM AND TERMINATION
--------------------
A. This Agreement shall be for an initial period of five (5) years from the
date first written above and will thereafter automatically be extended for
further periods of one (1) year, unless and until terminated by one party
giving to the other parties not less than sixty (60) days notice in
writing.
B. This Agreement, however, can be terminated by any party on thirty (30)
days notice in the event of any of the following:
i. Any party becomes bankrupt or enters into any arrangement with
its creditors.
ii. A major part of any party's assets or ownership of a controlling
part of its capital stock becomes subject to the control of a
party not presently a stockholder or not an assignee of such
party's rights as permitted by any agreement between DePuy and
Motech.
ARTICLE XI
RELATIONSHIP OF PARTIES
-----------------------
This relationship is solely that of a buyers and sellers and Customer is in
no way the legal representative of DePuy and Motech and shall not assume any
obligations of any kind, implied or expressed, on behalf of DePuy or Motech.
Customer's purchases of Manufacturing Services, Distribution Services, or
Administrative Services, will be made as an independent contractor and
nothing in this Agreement is intended to make Customer a direct agent of
DePuy or Motech in any way.
ARTICLE XII
FORCE MAJEURE
-------------
The failure by any party to perform any term of this Agreement when caused by
or results from fire, floods, embargoes, government regulations, war (whether
declared or not), insurrections, riots, strikes, lockouts, acts of God,
shortage of fuel, raw material, equipment, transportation of containers, or
any other cause beyond the control of such party shall not constitute a
default or breach under any term of
<PAGE>
this Agreement.
ARTICLE XIII
GOVERNING LAW
-------------
This Agreement is subject to the laws of the State of Indiana, U.S.A. The
Parties further agree that to the greatest extent permitted by law, the
agreed venue shall be the United States District Court for the Northern
District of Indiana and each party shall waive the right to trial by jury.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first written above.
DEPUY INC. BIEDERMANN MOTECH GmbH
BY: BY:
------------------------ ------------------------
BY:
------------------------
DEPUY MOTECH, INC.
BY:
------------------------
7
<PAGE>
*
*Confidential portions omitted and filed
separately with the Commission.
<PAGE>
ATTACHMENT 7
SHAREHOLDERS' AGREEMENT
Made as of the day of 1993, by and among DePuy Motech, Inc., an
--- --------
Indiana corporation with offices in Warsaw, Indiana ("Corporation"), DePuy Inc.,
---
an Indiana corporation with offices in Warsaw, Indiana, ("DePuy") and Biedermann
----------------
Beteiligungs-GmbH, a corporate entity existing under the laws of Germany with
offices in Schwenningen, Germany ("Biedermann GmbH") and Lutz Biedermann
("Biedermann"), an individual. DePuy, Biedermann GmbH and Biedermann are
hereinafter collectively referred to as "Shareholders."
WITNESSETH
WHEREAS, Corporation is authorized to issue three million (3,000,000) shares of
common stock having no par value; and
WHEREAS, DePuy owns two million, four hundred thousand (2,400,000) of such
shares and Biedermann GmbH owns six hundred thousand (600,000) of such shares;
and
WHEREAS, Lutz Biedermann is the sole shareholder and owner of Biedermann GmbH;
and
WHEREAS, Shareholders and the Corporation agree that the continued success and
best interests of the Corporation require their execution of this Agreement to
prevent strangers not willing or able to contribute to the success and harmony
of the Corporation from becoming shareholders and to establish relationships
among themselves with respect to the conduct of the affairs of the Corporation.
NOW, THEREFORE, in consideration of the promises and of the mutual covenants and
obligations hereinafter set forth and other good and valuable consideration, the
parties hereto agree as follows:
1. ADOPTION OF RECITALS
--------------------
1.1 Adoption. All of the foregoing preliminary paragraphs and recitals
--------
are made a part hereof as though set forth herein verbatim.
2. PROHIBITION AGAINST LIFETIME TRANSFERS
--------------------------------------
2.1 Shares Affected. This Agreement is entered into with respect to all
---------------
shares of the capital stock of the Corporation now or hereafter owned by
the Shareholders (hereinafter referred to as the "Shares" ) for the
purpose of protecting the Corporation and the Shareholders in the event
any Shareholder seeks to dispose of any of his shares or if the
1
<PAGE>
sole Shareholder of Biedermann GmbH dies or becomes totally disabled and to
provide for continuity in the management of the Corporation.
2.2 Prohibited Transfers. Except as provided in Section 2.3 or as otherwise
---------------------
provided in this Agreement each Shareholder agrees that said Shareholder and the
recipient of Shares pursuant to a permitted transfer made by a Shareholder
("Recipient")will not sell, transfer, assign, hypothecate or in any way alienate
any of his Shares or any right or interest therein without the prior written
consent of the Corporation and all of the other Shareholder(s). Any purported
transfer in violation of any provision of this Agreement shall be void and
ineffectual, shall not operate to transfer any interest or title to the
purported transferee, and shall give the other Shareholder(s) an option to
purchase, but not require the purchase of, such Shares in the manner and on the
terms and conditions provided for herein.
2.3 Permitted Transfers. The parties recognize that Biedermann GmbH is and will
-------------------
continue to be owned and controlled by Biedermann as the sole Shareholder of
Biedermann GmbH. Biedermann GmbH may transfer its Shares to Biedermann at any
time during duration of this Agreement. Biedermann may transfer those Shares to
a trust for his benefit, provided such trust terminates on Biedermann's death
and title to and ownership of such Shares reverts to Biedermann's estate
(a "Permitted Transfer".) In addition, DePuy shall have the right to transfer
Shares to an Affiliate engaged in the sale of orthopaedic products (also, a
"Permitted Transfer). The Recipient of Shares under a Permitted Transfer shall
hold such Shares subject to all of the provisions hereof, and, except for
further dispositions of Shares by such Recipients in the nature of a Permitted
Transfer, shall make no further disposition of Shares other than as required to
implement the express provisions of this Agreement. The Recipient of Shares
pursuant to a permitted transfer is hereby required to sell and convey all of
the Shares which are owned by such Recipient (of record or beneficially) to the
other Shareholder(s) whenever the original transferring Shareholder shall be
required to sell his Shares to the other Shareholder(s) as provided in Section 3
of this Agreement.
2
<PAGE>
3. Transfers and Sales of Shares.
-----------------------------
3.1 Sale of Shares Between Shareholders.
------------------------------------
(a) Sales Proposal. In the event one Shareholder ("Selling
---------------
Shareholder") desires to sell or transfer its Shares, except as
permitted under Article 2, said Selling Shareholder must first
offer said Shares to the Other Shareholder. The Selling
Shareholder shall offer said Shares to the Other Shareholder in
the following manner.
(b) Notice of Proposed Sale. The Selling Shareholder shall deliver
------------------------
written notice ("Notice") to the Other Shareholder by personal
service. The Notice shall specify the number of Shares intended
to be sold ("Offered Shares").
(c) Other Shareholder's Option. The Other Shareholder shall have
---------------------------
and is hereby given the exclusive and irrevocable right and
option, but not the obligation for thirty (30) days from its
receipt of the Notice to purchase for itself the Offered Shares.
The Other Shareholder shall exercise this option in a writing
delivered to the Selling Shareholder within thirty (30) days of
the Other Shareholder's receipt of the Notice.
(d) Price. The price for the Offered Shares shall be negotiated and
------
mutually agreed upon by the parties. In the event the parties
cannot reach a mutually agreeable price for the Offered Shares
within sixty (60) days of exercise of the Other Shareholder's
option, the price shall be determined by an independent
appraiser reasonably acceptable to both parties. If the parties
cannot agree upon such independent appraiser within (10) days,
each party shall appoint its own appraiser who shall appoint a
third independent appraiser. The three appraisers shall
determine a price, and, if they cannot agree, the price shall be
the price fixed by the majority of them. In determining a price,
the independent appraiser(s) shall base their appraisal on an
assumed transaction between a willing seller and willing buyer
dealing at length, giving due consideration to all relevant
factors. In the even a minority interest is being sold, the
appraiser shalll further take into account
3
<PAGE>
that a minority interest in a closely held corporation is being sold and
also, if true, the fact of Biedermann's death, disability or departure
from the Corporatin and its effect on the Corporation.
(e) Acceptance of Price and Purchase. The Other Shareholder shall have
--------------------------------
thirty (30) days after actual notice of the price determined by the
independent appraiser(s) to accept in writing such price. If so accepted,
the Selling Shareholder must sell the Offered Shares to the Other
Shareholder and the parties will cooperate to complete said sale and
transfer as soon as possible after such acceptance.
(f) Non-Acceptance of Price. Should the Other Shareholder reject the
------------------------
price determined by the independent appraiser(s) or fail to accept
such price within the thirty (30) day period above, the Selling
Shareholder may market the Offered Shares for sale to unrelated third
parties who are not Shareholders, subject to the provision of 3.2 below.
3.2 Sale of Shares to Non-Shareholders.
-----------------------------------
(a) Sales Proposal. In the event that the Shareholders cannot reach an
---------------
agreement for the purchase of Offered Shares and the Selling Shareholder
markets and receives a bona fide offer for any or all of the Offered
Shares from an unrelated third party or if a Selling Shareholder should
receive an unsolicited bona fide offer to purchase its Shares from an
unrelated third party (in which circumstance the Shares shall also be
considered "Offered Shares"), and the Selling Shareholder desires to
accept such offer, it must first offer the Shares to the Other
Shareholder in the following manner.
(b) Notice of Proposed Sale. The Selling Shareholder shall deliver Notice
------------------------
by personal deliver to the Other Shareholder. This Notice shall name the
proposed transferee, the number of Offered Shares involved in the
transfer, the price per Share and all other terms and conditions of the
offer.
(c) Option to Purchase. The Other Shareholder shall have and is hereby
------------------
given the exclusive and irrevocable right and option, but not the
obligation, for thirty (30) days from receipt of Notice, to match such
bonafide offer and to purchase for
4
<PAGE>
itself the Offered Shares. If so accepted, the parties shall cooperate to
complete said sale and transfer as soon as possible. If not accepted, the
Selling Shareholder shall be free to sell the Offered Shares to the
unrelated third party according to the terms of the bona fide offer it
originally received so long as the third party agrees to be bound by the
terms of this Agreement.
3.3 Option to Purchase in the Event of Biedermann's Death or Disability.
--------------------------------------------------------------------
(a) Definition of Disability. For purposes of this Agreement, Biedermann
------------------------
shall be considered disabled in the event that Biedermann loses his ability
to carry out his contractual obligations to the Corporation for a period of
one (1) year
(b) Option to Purchase Shares on Death or Disability of Biedermann. In the
--------------------------------------------------------------
event of Biedermann's death or disability, DePuy shall have and is hereby
given the irrevocable right and option, but not the obligation, to purchase
all Shares held by Biedermann, Biedermann GmbH or any trust established by
Biedermann. DePuy must exercise this option in writing within sixty (60)
days of becoming aware of or receiving notification of Biedermann's death
or disability.
(c) Price for Shares. The price for such Shares shall be determined
----------------
in the same manner as set forth in Articles 3.1 and 3.2 above.
3.4 Option to Purchase on Bankruptcy of Biedermann or Biedermann GmbH.
-----------------------------------------------------------------
In the event of the appointment of a receiver for the assets of either
Biedermann or Biedermann GmbH or any transfer of their Shares by operation of
law, or in the event of the bankruptcy, or assignment for the benefit of a
creditor, of either of them (collectively "Event"), DePuy shall have the option
to purchase all of said Shares ("Affected Shares") from Biedermann or Biedermann
GmbH or such transferee through operation of law as follows:
(a) Exercise of Option. DePuy must exercise its option to purchase any or
------------------
all of the Affected Shares by a written election to either Biedermann
GmbH or the transferee within thirty (30) days from its receipt of actual
notice of the Event.
(b) Price for Shares. The price for the Affected Shares shall be determined
----------------
as set forth in Articles 3.1 and 3.2 above.
5
<PAGE>
(c) Non-Exercise of Option. If the party having an option
----------------------
does not exercise its option to purchase all of the Affected
Shares, the transferee by operation of law may retain
ownership of those Affected Shares not purchased, provided
that such transferee shall continue to be bound by the terms
and conditions of this Agreement.
4. RESTRICTIVE COVENANTS
---------------------
4.1 Agreements. The parties acknowledge that a principal consideration
----------
in allowing them to acquire the Shares was to promote the benefit of the
Corporation, and in consideration of the premises and the mutual
agreements of the Shareholders herein, each Shareholder covenants and
agrees that during the term of this Agreement, each Shareholder will
not, except as otherwise agreed by the parties in writing, directly or
indirectly, for himself or any other person or entity:
(a)Induce Other Employees. Induce or influence (or seek to
----------------------
induce or influence) any person who is engaged (as an employee,
agent, independent contractor of otherwise) by the Corporation
or by another Shareholder to terminate his or her employment or
engagement.
(b)Use or Reveal Confidential Business Information. Reveal, or
-----------------------------------------------
otherwise to use, any confidential business information or trade
secrets of the Corporation or of another Shareholder (or a
subsidiary's) business to which Shareholder had access by reason
of involvement with the Company's business.
4.2 Corporation's Election to Enforce. The parties agree that the
---------------------------------
Corporation may in its sole discretion elect not to enforce the
provisions of Section 4.1 as to any affected Shareholder.
5. BREACH OF COVENANT
------------------
5.1 Effect of Breach of Covenants Not to Compete. In the event of a
--------------------------------------------
breach of any of the covenants contained in Article 4, the Corporation
shall in its discretion have the following rights:
(a)Severability of Covenants; Enforceability. The covenants of
------------------------------------------
Article 4 shall be construed as separate covenants covering
their subject matter in each of the separate countries and
states in the United States and in every country in the world
6
<PAGE>
in which the Corporation and its subsidiaries transact business; to the
extent that any covenants shall be judicially declared unenforceable in
any one or more of said counties or states, said declaration shall not
affect the enforceability of the other covenants with respect to each
other nor the enforceability of said unenforceable covenant with respect
to each other county and state, as each of the covenants shall be
construed as severable and independent; to the extent that any element
of the covenants should be found unreasonable, the parties hereto agree
that a lesser restriction found to be reasonable may be enforced against
such Shareholder, jointly or severally.
(b) Equitable Relief; Other Remedies. Each of the parties hereto
--------------------------------
acknowledges that compliance with the covenants of Article 4 is
necessary to protect the business, good will and proprietary interests
of the Corporation, and agrees that any breach by any Shareholder of the
provisions hereof shall entitle the Corporation to injunctive and other
equitable relief as against such Shareholder. However, no remedy
conferred by any of the specific provisions of this Agreement is
intended to be exclusive of any other remedy, and each and every remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute
or otherwise.
6. RESTRICTIVE LEGEND ON SHARE CERTIFICATES
----------------------------------------
6.1 Share Endorsement. Upon execution of this Agreement the stock
-----------------
certificates of the Shareholders subject hereto shall be surrendered to the
Corporation and additionally endorsed as follows: "ANY SALE, TRANSFER,
PLEDGE, ASSIGNMENT OR ENCUMBRANCE OF THIS CERTIFICATE IS SUBJECT TO THE
PROVISIONS OF THE AGREEMENT BETWEEN THIS CORPORATION AND THE SHAREHOLDERS
NAMED THERIN, A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF
THE CORPORATION" AND WHICH IS HEREBY INCORPORATED BY REFERENCE.
6.2 Return of Shares. After endorsement, the certificates shall be returned
----------------
to the Shareholders who shall, subject to the terms of this Agreement, be
entitled to exercise all rights of ownership of such stock. All stock
hereafter issued to any Shareholder shall bear the same endorsement;
provided, however, the lack of such an endorsement shall in no way diminish
the effect of this Agreement upon all Shares.
7
<PAGE>
7. TERMINATION
-----------
7.1 Events of Termination. This Agreement shall terminate on:
---------------------
(a) The written agreement of all of the parties hereto.
(b) The dissolution of the Corporation; or bankruptcy or similar
proceedings in which the Corporation is debtor and which remain
undismissed more than sixty (60) days after filing.
(c) At such time as only one Shareholder remains, the Shares of the
other having been purchased or redeemed hereunder.
7.2 Removal of Endorsement. Upon the termination of this Agreement any
----------------------
certificates representing the Shares shall be released from the terms
of this Agreement and any restrictive legends or endorsements placed on
said certificates pursuant to this Agreement shall be removed.
8. MISCELLANEOUS
-------------
8.1 Binding Effect. This Agreement shall bind and inure to the benefit of
--------------
the successors (with regard to the Corporation, "successors" shall
include any successor corporation and any corporation with which the
Corporation may merge or consolidate), assigns, personal
representatives, heirs and legatees of the respective parties.
8.2 Further Actions. Each party agrees to perform any further acts and
---------------
execute and deliver any documents which may be necessary to carry out
the provisions of this Agreement.
8.3 Amendments. This Agreement may be amended at any time by the written
----------
agreement of the Corporation and the Shareholders.
8.4 Gender, Number of Terms. Throughout this Agreement, whenever the
-----------------------
context so requires, the singular shall include the plural, and the
masculine gender shall include the feminine and neuter genders.
8.5 Choice of Laws. The parties hereby agree that this Agreement shall be
--------------
construed, enforced and governed by the laws of the State of Indiana.
8.6 Partial Invalidity. In the event that any provision of this Agreement
------------------
shall be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceablility shall not be
construed to have any effect on the remaining provisions of this
Agreement.
8.7 Notices. All notices or demands between the parties hereto shall be in
-------
writing and shall be served either by messenger or personal delivery,
facsimile transmission or by
<PAGE>
registered or certified mail. If served by registered or certified mail, said
notices or demands shall be deemed given and made forty-eight (48) hours after
the deposit thereof in the United States mail, postage prepaid, addressed to the
party to whom said notice or demand is to be given or made, and the issuance of
the registry receipt therefor. If served by messenger or personal delivery or
personal delivery or facsimile, said notice or demand shall be deemed given and
made upon delivery thereof to the addressee.
All notices and demands to Shareholders or the Corporation may be given to them
at:
To Biedermann GmbH: Biedermann Beteiligungs-GmbH
Berta-Suttner Strasse 23
W-7730 VS-Schwenningen
Germany
Attn: Chairman of the Board
To DePuy: DePuy Inc.
700 Orthopaedic Dr.
P.O. Box 988
Warsaw, IN 46581-0988
Attn: Chairman of the Board
To Corporation: DePuy Motech, Inc.
700 Orthopaedic Dr.
P.O. Box 988
Warsaw, IN 46581-0988
Attn: Chairman of the Board
Said parties may designate in writing from time to time such other place or
places that said notices and demands may be given.
8.8 Injunctive Relief. The Shareholders recognize and agree that, in
-----------------
the event that any of the terms of Articles 2, 3, 4 or 5 were not
performed in accordance with their specific terms or were otherwise
breached, immediate irreparable injury would be caused, for which there
is no adequate remedy at law. It is accordingly agreed that in the event
of a failure by any Shareholder to perform his obligations hereunder,
the other
9
<PAGE>
Shareholders shall be entitled to specific performance through
injunctive relief to prevent breaches of the terms of such paragraphs
and to specifically enforce such paragraphs, and the terms and
provisions thereof, in any action instituted in any court of the United
States or any state thereof having subject matter jurisdiction, in
addition to any other remedy to which a Shareholder may be entitled, at
law or in equity.
8.9 No Third Party Benefit. Nothing herein expressed or implied is
----------------------
intended or shall be construed to confer upon or give any person, firm
or corporation, other than the parties to this Agreement and their
respective successors and assigns, any rights or remedies under or by
reason of this Agreement.
IN WITNESS WHEREOF, the parties have signed this Shareholder's Agreement as of
the date first above written.
DEPUY MOTECH, INC.
By: -----------------------------
"SHAREHOLDERS:
- ----------------------------------
DEPUY INC.
- ----------------------------------
BIEDERMANN BETEILIGUNGS-GMBH
10
<PAGE>
Attachment 8
AMENDED AND RESTATED
--------------------
ARTICLES OF INCORPORATION
-------------------------
OF
--
DePuy Motech, Inc.
------------------
The undersigned incorporator, desiring to form a corporation
(hereinafter referred to as the "Corporation") pursuant to the provisions of the
Indiana Business Corporation Law, Ind. Code (S)23-1-17 et seq., (such act, as
amended from time to time, and its successors are hereinafter referred to as the
"Act"), execute the following Amended and Restated Articles of Incorporation.
ARTICLE I
---------
Name
----
The name of the Corporation is DePuy Motech, Inc.
ARTICLE II
----------
Purposes and Powers
-------------------
Section 1. Purpose. The purpose for which the Corporation is formed is
--------- -------
to transact any and all lawful business for which corporations may be
incorporated under the Act, as the same may, from time to time, be amended.
Section 2. Powers. The Corporation shall have the same capacity to act
--------- ------
as possessed by natural persons and to do everything necessary, advisable or
convenient to carry out its business and affairs, including without limitation
all the powers specifically enumerated in the Act.
ARTICLE III
-----------
Registered Office and Registered Agent
--------------------------------------
Section 1. Registered Office.
--------- -----------------
The street address of the registered office of the Corporation located
in Indiana is 700 Orthopaedic Drive, P.O. Box 988, Warsaw, Indiana, 46581-0988.
<PAGE>
Section 2. Registered Agent.
- ----------------------------
The name of the Registered Agent whose business office is identical with
the registered office is Steven L. Artusi.
ARTICLE IV
----------
Terms of Shares
---------------
Section 1. Number.
------------------
The total number of Shares which the Corporation has authority to issue
is Three Million (3,000,000).
Section 2. Designation of Classes.
----------------------------------
All the authorized Shares of the Corporation shall be of one class only
and be designated Common Stock which shall be without par value and shall not be
issued in series. All shares of Common Stock shall have the same relative
rights, preferences and limitations.
Section 3. Issuance and Consideration.
--------------------------------------
The Board of Directors of the Corporation (the "Board") has authority to
authorize and direct the issuance by the Corporation of Shares of Common Stock
and preferred Stock at such times, in such amounts, to such persons, for such
considerations and upon such terms and conditions as it may, from time to time,
determine, subject only to the restrictions, limitations, conditions and
requirements imposed by the Act, other applicable laws and these Articles.
Section 4. Voting Rights.
-------------------------
Each holder of a share of Common Stock shall be entitled to cast one
vote for each share of such Stock standing in the shareholder's name on the
Corporation's books on the specified record date on each matter upon which the
shareholder is entitled to vote. At any meeting of shareholders, the holders of
a majority of the Shares entitled by these Articles of Incorporation to vote on
the business to be transacted at such meeting, represented in person or by
proxy, shall constitute a quorum. At any meeting of the shareholders at which a
quorum is present, action on a matter (other than the election of Directors) is
approved if a majority of the votes cast favor the action, unless a greater
affirmative vote is required by the Act or these Articles of Incorporation.
Directors are elected by a plurality of the votes cast by the Shares
entitled to vote in the election at which a quorum is present.
<PAGE>
Section 5. Distribution Upon Shares.
--------- ------------------------
The Board has authority to authorize and direct the payment of dividends
and the making of other distributions by the Corporation in respect of the
issued and outstanding Shares of Common Stock at such times, in such amounts and
forms, from such sources and upon such terms and conditions as it may, from time
to time determine, subject only to the restrictions, limitations, conditions and
requirements imposed by the Act, other applicable laws, and these Articles.
Section 6. Acquisition of Shares.
--------- ---------------------
The Board has authority to authorize and direct the acquisition by the
Corporation of the issued and outstanding Shares of Common Stock at such times,
in such amounts, from such persons, for such considerations, from such sources
and upon such terms and conditions as it may, from time to time, determine,
subject only to the restrictions, limitations, conditions and requirements
imposed by the Act, other applicable laws and these Articles.
Section 7. Record Ownership of Shares or Rights.
--------- ------------------------------------
The Corporation, to the extent permitted by law, shall be entitled to
treat the person in whose name any Share or any right of the Corporation (a
"Right") is registered on the books of the Corporation as the owner thereof, for
all purposes, and shall not be bound to recognize any equitable or other claim
to, or interest in, such Share or Right on the part of any other person, whether
or not the Corporation shall have notice thereof.
Section 8. Dissolution.
--------- -----------
In the event of any voluntary or involuntary liquidation, dissolution,
or winding up of the Corporation, the holders of the Shares of the Common Stock
of the Corporation shall be entitled, after due payment or provision for payment
of the debts and other liabilities of the Corporation, to share ratably in the
remaining net assets of the Corporation.
Section 9. No Preemptive Rights.
--------- --------------------
Shareholders shall have no preemptive rights to subscribe to or purchase
any Shares of Common Stock or other securities of the Corporation.
ARTICLE V
---------
Director(s)
-----------
Section 1. Number.
--------- ------
The initial Board of Directors is composed of five (5) members. The
number of Directors shall be specified by, or fixed
<PAGE>
in accordance with, from time to time, the Bylaws of the Corporation. In the
absence of a Bylaw specifying or fixing the number of Directors the number shall
be the number specified herein for the initial Board of Directors. The Bylaws
may provide for staggering the terms of the Directors.
Section 2. Names and Post Office Addresses of the Directors.
--------- ------------------------------------------------
The names and post office addresses of the initial board of directors of
the Corporation are:
<TABLE>
<S> <C> <C>
R. M. McCaffrey Lutz Biedermann Mike Dormer
DePuy Inc. Berta-Suttner Strasse 23 DePuy Intl. Ltd.
700 Orthopaedic Dr. W-7730 VS-Schwenningen St. Anthony's Rd.
P.O. Box 988 Germany LS 11 8DT
Warsaw, IN 46581-0988 England
Steven L. Artusi Thomas Oberhausen
DePuy Inc. DePuy Inc.
700 Orthopaedic Dr. 700 Orthopaedic Dr.
P.O. Box 988 P.O. Box 988
Warsaw, IN 46581-0988 Warsaw, IN 46581-0988
</TABLE>
Section 3. Direction of Purposes and Exercise of Powers.
--------- --------------------------------------------
The Board of Directors, subject to any specific limitations or
restrictions imposed by the Act or these Articles of Incorporation, shall direct
the carrying out of the purpose and exercise the powers of the Corporation,
without previous authorization or subsequent approval by the shareholders of the
Corporation.
Section 4. Vacancies.
--------- ---------
Any vacancy on the Board caused by the resignation, death, other
incapacity or increase in the number of Directors may, in the discretion of the
Board, be filled by a majority vote of the remaining Directors (whether or not a
quorum) or left unfilled until the next meeting of the shareholders of the
Corporation (the "Shareholders"). The failure of the Board or the Shareholders
to fill one or more vacancies on the Board or to elect a full Board shall not in
any way prevent or restrict the Board from exercising the powers of the
Corporation or from directing its business and affairs.
Section 5. Executive Committee.
--------- -------------------
The Board, by resolution adopted by a majority of the Directors as fixed
by the Bylaws or otherwise, may designate three (3) Directors to constitute an
Executive Committee, which Committee, to the extent provided in such resolution,
shall have and exercise all of the authority of the Board in the management of
the Corporation, except as otherwise required by law. Vacancies in the
membership of the Executive Committee may be filled by the Directors at a
regular or special meeting of the
<PAGE>
Board. The Executive Committee shall keep regular minutes of its proceedings and
report such minutes to the Board when required.
ARTICLE VI
----------
Provisions for Regulation of Business
-------------------------------------
and Conduct of Affairs of the Corporation
-----------------------------------------
Section 1. Location of Meetings.
--------------------------------
Meetings of the Shareholders, the Board or any committees of the Board
("Committees") may be held at such place, within or without the State of
Indiana, as may be specified in the respective notices or waivers of notice
hereof.
Section 2. Code of Bylaws.
--------------------------
The Board shall have power, without the assent or vote of the
Shareholders, to make, alter, amend or repeal the Bylaws, by the affirmative
vote of a number of Directors equal to a majority of the number of all Directors
who are elected and qualified at the time of such action.
Section 3. Provisions for Working Capital.
------------------------------------------
The Board shall have power, from time to time, to fix, determine and
vary the amount to be reserved as working capital of the Corporation and may,
before the payment of any dividends or the making of any other distributions,
set aside out of the net profits of the Corporation such sum or sums as it may
from time to time in its absolute discretion determine to be proper, whether as
a reserve fund to meet contingencies or for the equalizing of dividends, or for
repairing or maintaining any property of the Corporation, or for any corporate
purposes the Board shall think conducive to the best interest of the
Corporation, subject only to such limitations as the By-Laws may from time to
time impose.
Section 4. Interest of Directors in Contracts.
----------------------------------------------
Any contract or other transaction between the Corporation and (i) any
Director, or (ii) any corporation, unincorporated association, business trust,
estate, partnership, trust, joint venture, individual or other legal entity
(collectively, "Legal Entities") (A) in which any director has a material
financial interest or is a general partner, or (B) of which any Director is a
director, officer or trustee (collectively, a "Conflict Transaction"), shall be
valid for all purposes, if the material facts of the Conflict Transaction and
the Director's interest were to act thereon, or the Shareholders entitled to
vote thereon, and the Board, such Committee or the Shareholders, as the case may
be, authorized, approved or ratified the Conflict
<PAGE>
Transaction. A Conflict Transaction is authorized, approved or ratified:
(a) by the Board or such Committee, if it receives the affirmative vote
of a majority of the Directors provided, however, that no Conflict
Transaction may be authorized, approved or ratified by a single
Director; and
(b) by such Shareholders, if it receives the vote of a majority of the
Shares entitled to vote generally in the election of Directors
("Voting Shares"), in which vote Voting Shares owned or voted under
the control of any Directors who, or of any Legal Entity that, has
an interest in the Conflict Transaction may be counted.
This section shall not be construed to require authorization,
ratification or approval by the Shareholders of any Conflict Transaction, or to
invalidate any Conflict Transaction that would otherwise be valid under the
common and statutory law applicable thereto.
Section 5. Indemnification.
--------- ---------------
To the fullest extent permitted by the Act and by the Bylaws, the
Corporation may:
(a) indemnify any person who was or is a party or is threatened to made
a party to any threatened, pending or completed action, suit or
proceeding, whether civil or criminal, administrative or
investigative, formal or informal (an "Action"), by reason or
arising out of the fact that he is or was a director, officer,
employee or agent (collectively, a "Corporate Person") of the
Corporation, or is or was serving at the request of the Corporation
as a Corporate Person, partner, trustee or member or in another
authorized capacity (collectively an "Authorized Entity"), against
expenses (including attorneys' fees) ("Expenses") and judgements,
penalties, fines and amounts paid in settlement actually and
reasonable incurred by him in connection with such Action;
(b) pay, in advance of the final disposition of an Action, the Expenses
reasonably incurred in defending such Action by a person who may be
entitled to indemnification by the Corporation; and
(c) purchase and maintain insurance on behalf of any person who is or
was a Corporate Person of the Corporation, or is or was serving at
the request of the Corporation in any Authorized Capacity of or for
Another Entity, against any liability asserted against and incurred
by him in any such capacity, or arising out of his status such,
whether or not the Corporation would have the power to indemnify
him against such liability.
<PAGE>
The indemnification and advance for Expenses authorized by this Section
shall not be deemed exclusive of any other rights to which a person may be
entitled under (i) any law, (ii) any resolution of the Board or the
Shareholders, (iii) any other authorization, whenever adopted, after notice, by
a majority vote of all Voting Shares then issued and outstanding, or (iv) the
Articles of Incorporation, code of Bylaws or other governing documents, or any
resolution of or other authorization by the directors, shareholders, partners,
trustees, members, owners or governing body, of another entity.
Section 6. Compensation of Directors.
-------------------------------------
The Board may make provision, either in the By-Laws or by resolution
duly adopted by the Board, for reasonable compensation to its members for their
services as Directors, and to fix the basis and conditions upon which such
compensation shall be paid.
Any Director may also serve the Corporation in any other capacity and
receive compensation therefor in any form.
Section 7. Direction of Purposes and Exercise of Powers by Directors.
---------------------------------------------------------------------
The Board, subject to any specific limitations or restrictions imposed
by the Act or these Articles, shall direct the carrying out of the purpose and
exercise the powers of the Corporation, without previous authorization or
subsequent approval by the Shareholders.
Section 8. Amendments of Articles of Incorporation.
---------------------------------------------------
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles or in any amendment hereto, or to add any
provision to these Articles or to any amendment hereto, in any manner now or
hereafter prescribed or permitted by the Act or by any other applicable stature
of the State of Indiana; and all rights conferred upon the Shareholders in these
Articles are granted subject to this reservation. No Shareholder has a vested
property right resulting from any provision in these Articles, or authorized to
be in the By-Laws by the Act or these Articles, including without limitation
provisions relating to management, control, capital structure, dividend
entitlement, or purpose or duration of the Corporation.
IN WITNESS WHEREOF, the undersigned, being the incorporator designated
herein, execute these Amended and Restated Articles of Incorporation this ____
day of _______________, 19__, and affirm under penalties of perjury that the
statements contained herein are true.
--------------------------------------
Steven L. Artusi
This instrument was prepared by Steven L. Artusi, Esquire, DePuy, Inc.,
700 Orthopaedic Drive, P.O. Box 988, Warsaw, Indiana 46581-0988.
<PAGE>
Attachment 9
CODE OF BYLAWS
--------------
OF
--
DEPUY MOTECH, INC.
------------------
ARTICLE I
---------
Identification
--------------
Section 1.01. Name.
------------ -----
The name of the Corporation is DePuy Motech, Inc., (hereinafter referred to
as the "Corporation").
Section 1.02. Place of Keeping Corporate Books and Records.
------------ ---------------------------------------------
The records and documents of the Corporation shall be kept at the principal
office of the Corporation. For purposes of these Bylaws, the principal office
of the Corporation shall be 700 Orthopaedic Drive, P.O. Box 988, Warsaw,
Indiana, 46581-0988, which is the location of the Corporation's principal
executive offices (in or out of Indiana).
Section 1.03. Seal.
------------ -----
The Board of Directors (the "Board") may designate the design and cause the
corporation to obtain and use a corprate seal of the Corporation (the "Seal"),
but the use of the Seal (if any) or an impression thereof shall not be required
and shall not affect the validity of any instrument whatever.
Section 1.04. Fiscal Year.
------------ ------------
The fiscal year of the Corporation shall be January 1 through December 31 of
each year until such time as changed by resolution of the Board.
ARTICLE II
----------
Capital Stock
-------------
Section 2.01. Amount and Class of Authorized Shares.
------------ --------------------------------------
The authorized shares of the Corporation shall be Three Million (3,000,000)
shares and all shares shall be of one class, designated common stock.
<PAGE>
Section 2.02. Issuance of Shares.
------------ ------------------
The Board may authorize shares to be issued for consideration consisting of
any tangible or intangible property or benefit to the Corporation, including
cash, promissory notes, services performed, contract for services to be
performed, or other securities of the Corporation. If shares are authorized to
be issued for promissory notes or for promises to render services in the future,
the Corporation must comply with the notice requirements of Indiana Business
Corporation Act (the "Act").
Section 2.03. Certificate for Shares.
------------ ----------------------
Certificates for shares of the Corporation shall be issued to a subscriber
by the Secretary of the Corporation when proper consideration has been paid
therefor. Each certificate shall be in such form as required by the Act, and as
the Board may prescribe from time to time.
Section 2.04. Record of Certificates.
------------ ----------------------
Shares shall be entered in the original stock register or transfer book of
the Corporation (the "Stock Book") as they are issued, and shall be
transferable in the Stock Book only by the holder thereof in person, or by his
attorney duly authorized thereto in writing, upon the surrender of the
outstanding Certificate therefor properly endorsed.
Section 2.05. Lost, Stolen or Destroyed Certificates.
------------ --------------------------------------
The Corporation may issue a new certificate for shares of stock in the
place of any certificate theretofore issued and alleged to have been lost,
stolen or destroyed, but the Board may require the registered holder of the
shares represented by such lost, stolen or destroyed certificate, or the
holders's legal representative, to furnish an affidavit as to such loss, theft
or destruction and to give a bond in such form and substance, and with such
surety or sureties, with fixed or open penalty, as it may direct to indemnify
the Corporation against any claim that may be made on account of the alleged
loss, theft or destruction of such certificate. A new certificate may be issued
without requiring any bond when, in the judgement of the Board, it is not
imprudent to do so.
ARTICLE III
-----------
Meetings of Shareholders
------------------------
Section 3.01. Place of Meetings.
------------ -----------------
All meetings of shareholders of the Corporation shall be held at the
principal office of the Corporation or at such other place, within or without
the state of Indiana, as may be specified in the respective notices or waivers
of notice thereof.
<PAGE>
Section 3.02. Annual Meeting.
------------ --------------
The annual meeting of the shareholders for the election of Directors, and
for the transaction of such other business as may properly come before the
meeting shall be held on May 1st following the end of the fiscal year of the
Corporation if such day is not a legal holiday, and if such a day is a legal
holiday, then on the next business day that is not a legal holiday. Failure to
hold the annual meeting at the designation time shall not affect the validity of
any corporate action.
Section 3.03. Special Meetings.
------------ ----------------
The Corporation must hold a special meeting of shareholders on call of its
Chairman, its Board, or if the holders of at least twenty-five percent (25%) of
all votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting sign, date and deliver to the Secretary one or more
written demands for the special meeting describing the purpose or purposes for
which it is to be held. Only business within the purpose or purposes described
in the meeting notice shall be conducted at a special shareholder's meeting.
Section 3.04. Record Date for Shareholders.
------------ ----------------------------
For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board may fix in advance a date
as the record date for any such determination of shareholders, such date in any
case to be not more than seventy days before the meeting or action requiring
such determination of shareholders. If not otherwise fixed, the record date is
the close of business on the day before the effective date of notice to
shareholders. A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting is effective for any adjournment of the meeting
unless the Board fixes a new record date, which it shall do if the meeting is
adjourned to a date more than one hundred twenty days after the date fixed for
the original meeting.
Section 3.05. Notice or Actual or Constructive Waiver of Notice.
--------------------------------------------------------------
The Corporation shall notify shareholders of the date, time, and place of
each annual and special shareholders' meeting. Such notice shall be given no
fewer than ten nor more than sixty days before the meeting date unless the Act
prescribes a different period notice. Unless the Act or the Articles of
Incorporation require otherwise, notice of an annual meeting needs not state the
purpose for which the meeting is called. Notice of a special meeting shall state
the purpose for which the meeting is called. A shareholder may waive any notice
required by the
<PAGE>
Act, the articles of Incorporation or the Bylaws before or after the time and
date of the meeting stated in the notice. The waiver must be in writing, be
signed by the shareholder entitled to the notice, and be delivered to the
Secretary of the Corporation for inclusion in the minutes or filing with the
corporate records. A shareholder's attendance at a meeting waives objection to
lack of notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting; and waives objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented. The term "notice" as used in this paragraph shall mean notice in
writing as prescribed by the Act.
Section 3.06. Shareholders' List.
------------- -------------------
After fixing a record date for a meeting, the Corporation shall prepare an
alphabetical list of the names of all its shareholders who are entitled to
notice of a shareholders' meeting. The list must be arranged by voting group
(and Within each voting group by class or series of shares) and show the address
of and the number of shares held by each shareholder. The shareholder's list
must be available for inspection by any shareholder entitled to vote at the
meeting, beginning five business days before the date of the meeting for which
the list was prepared and continuing through the meeting, at the Corporation's
principal office or at a place identified in the meeting notice in the city
where the meeting will be held. The Corporation shall make the shareholders'
list available at the meeting, and any shareholder, or the shareholder's agent
or attorney authorized in writing, is entitled to inspect the list at any time
during the meeting or any adjournment.
Section 3.07. Conduct of Meeting.
------------- -------------------
Meetings of the shareholders shall be presided over by one of the following
officers in the order of Seniority and if present and acting: the chairman of
the Board, if any, the President, a Vice-President, if any , or, if none of the
foregoing is in office and present and acting, by a chairman to be chosen by the
shareholders. The Secretary of the Corporation, or in his absence, an Assistant
Secretary , shall act as secretary of every meeting, but, if neither the
Secretary nor an Assistant Secretary is present, the chairman of the meeting
shall appoint a secretary of the meeting.
Section 3.08. Participation in Meetings by Electronic Communications.
------------- -------------------------------------------------------
Any or all shareholders may participate in an annual or special meeting of
the shareholders, or through the use of, any means of communication by which
all shareholders
<PAGE>
participating may simultaneously hear each other during the meeting.
Participation by any such shareholder by this means shall be deemed to
constitute presence in person at such meeting.
Section 3.09. Voting at Meetings.
------------ ------------------
(a) Voting Rights. Except as may be otherwise provided by law or the
-------------
Articles of Incorporation, every shareholder shall have the right
at all meetings of the shareholders to one vote for each share
standing in the shareholder's name on the books of the Corporation
on the record date for such meetings.
(b) Proxies. A shareholder entitled to vote at any meeting of
-------
shareholders may vote either in person or by proxy executed in
writing by the shareholder or a duly authorized attorney-in-fact of
such shareholder. For purposes of this section, a proxy granted by
telegram, telex, telecopy or other document transmitted
electronically for or by a shareholder shall be deemed "executed in
writing by the shareholder." The general proxy of a fiduciary shall
be given the same effect as the general proxy of any other
shareholder. No proxy shall be valid eleven months after the date
of its execution unless a longer time is expressly provided
therein.
(c) Quorum and Voting Requirements. Except as may otherwise be provided
------------------------------
by law, at any meeting of shareholders, the quorum as provided in
the Articles of Incorporation, represented thereat in person or by
proxy, shall be required before any action of the shareholders may
be taken. At any meeting of the shareholders at which a quorum
exists, the vote as provided in the Articles of Incorporation shall
be necessary to adopt or approve any action of the shareholders,
unless a greater number is required by law. In case a quorum shall
not be present at any meeting, the holders of record of a majority
of such shares so present in person or by proxy may adjourn the
meeting from time to time, without notice, other than announcement
at the meeting, until a quorum shall be present. Once a share is
represented for any purpose at a meeting, it is deemed present for
quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be
set for that adjourned meeting. At any such adjourned meeting at
which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally scheduled.
(d) Voting of Shares Owned by Other Corporations.
--------------------------------------------
Shares of the Corporation standing in the name of
<PAGE>
another corporation may be voted by such officer, agent or proxy
as the Board of Directors of such other corporation may appoint,
or as the Bylaws of such other corporation may prescribe.
Section 3.10. Action Without a Meeting.
------------ ------------------------
Any action which may be taken at a shareholder meeting may be taken
without a meeting if evidenced by one or more written consents describing the
action taken, signed by all shareholders entitled to vote on the action, and
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. Action taken by written consent is effective when the last
shareholder signs the consent unless the consent specifies a different prior or
subsequent effective date.
ARTICLE IV
----------
The Board of Directors
----------------------
Section 4.01. Number.
------------ ------
The initial number of Directors of the Corporation shall be five (5).
Thereafter the number of Directors shall not be less than one nor more than five
(5). The number of Directors may be fixed or changed from time to time, within
such minimum and maximum, by resolution of the Board. In the absence of a
resolution of the Board fixing the number of directors, the number shall be the
number herein specified for the initial Board.
Section 4.02. Management.
------------ ----------
Except as otherwise provided in the Articles of Incorporation, the
business, property and affairs of the Corporation shall be managed by the Board.
Section 4.03. Annual Meeting.
------------ --------------
Unless otherwise determined by the Chairman or the Board, the Board
shall meet each year immediately after the annual meeting of the shareholders,
at the place where such meeting of the shareholders has been held, for the
purpose of election of officers and consideration of any other business that may
be brought before the meeting. No notice shall be necessary for the holding of
this annual meeting. If such meeting is not held as above provided, the election
of officers may be held at any subsequent meeting of the Board specifically
called in the manner provided in Section 4.04 of this Article.
Section 4.04. Other Meetings.
------------ --------------
Regular meetings of the Board may be held, without notice, at such time
as may from time to time be fixed by resolution of
<PAGE>
the Board. Special meetings of the Board may be called at any time by the
President, and shall be called on the written request of any member of the
Board. Notice of the date, time and place of such special meeting shall be sent
by the Secretary to each Director at his or her residence or usual place of
business by letter, telegram, telex, telecopy or other document transmitted
electronically at such time that, in regular course, such notice would reach
such place not later than during the second day immediately preceding the day
for such meeting; or may be delivered to a Director personally at any time
during such second preceding day. Such meetings may be held at any place within
or without the state of Indiana, as may be specified in the respective notices,
or waivers of notice, thereof.
Section 4.05. Waiver of Notice.
-------------------------------
A Director may waive notice required hereunder or under law either
before or after the date and time stated in the notice. Except as hereinafter
provided, the waiver must be in writing, signed by the director and filed with
the minutes or corporate records. For purposes of this section, a waiver granted
by telegram, telex, telecopy or other document transmitted electronically by a
Director shall be deemed "signed by the Director." A Director's attendance at or
participation in a meeting waives any required notice unless the Director at the
beginning of the meeting (or promptly upon the Director's arrival) objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to the action taken at the meeting.
Section 4.06. Participation in Meetings by Electronic Communications.
---------------------------------------------------------------------
Any or all directors may participate in a meeting of the Board or a
Committee of the Board by any means of communication by which all Directors
participating may simultaneously hear each other during the meeting. A Director
participating in a meeting by this means is deemed to be present in person at
the meeting.
Section 4.07. Action Without a Meeting.
---------------------------------------
Any action which may be taken at a Board meeting may be taken without a
meeting if evidenced by one or more written consents describing the action
taken, signed by each Director and included in the minutes or filed with the
corporate records reflecting the action taken. For purposes of this section, a
waiver granted by telegram, telex, telecopy or other document transmitted
electronically by a Director shall be deemed "signed by a Director." Action
taken by written consent is effective when the last Director signs the consent
unless the consent specifies a different prior or subsequent effective date.
<PAGE>
Section 4.08. Quorum and Voting Requirements.
------------ ------------------------------
A quorum of the Board for the transaction of all business, except
filling vacancies on the Board, shall consist of a majority of the fixed number
of Directors if the Corporation has a fixed board size, or a majority of the
number of Directors prescribed, or if no number is prescribed, the number in
office immediately before the meeting begins if the Corporation has a
variable-range size board. A vacancy on the Board may be filled by the
affirmative vote of a majority of all the Directors remaining in office if the
remaining Directors constitute fewer than a quorum of the Board. If a quorum is
present when a vote is taken, the affirmative vote of a majority of Directors
present is the act of the Board. A Director who is present at a meeting when
corporate action is taken is deemed to have assented to the action taken unless
(i) the Director objects at the beginning of the meeting (or promptly upon the
Director's arrival) to holding it or transacting business at the meeting; (ii)
the Director's dissent or abstention from the action taken is entered in the
minutes of the meeting, or; (iii) the Director delivers written notice of the
Director's dissent or abstention to the presiding officer of the meeting before
its adjournment or to the secretary of the Corporation immediately after
adjournment of the meeting. The right of dissent or abstention is not available
to a Director who votes in favor of the action taken.
Section 4.09. Election, Term of Office and Qualification.
------------ ------------------------------------------
Directors shall be elected at each annual meeting of the shareholders by
the shareholders entitled by the Bylaws to vote. Directors shall be elected for
a term of one year and shall hold office until their respective successors are
elected and qualified. Directors need not be shareholders of the Corporation. No
decrease in the number of Directors provided for in the Bylaws at any time shall
have the effect of shortening the term of any incumbent Director.
Section 4.10. Removal.
------------ -------
Any Director may be removed either with or without cause, as provided by
law, at the annual meeting of the shareholders, if the annual meeting notice
states that one of the purposes of the meeting is removal of the Director, or at
any special meeting of the shareholders, or at any meeting of the Board.
Section 4.11. Resignation.
------------ -----------
A Director may resign by delivering written notice to the Board, its
Chairman, the President or Secretary of the Corporation. A resignation is
effective when delivered unless the notice specifies a later date.
<PAGE>
Section 4.12. Vacancies.
------------ ---------
Any vacancy occurring on the Board caused by removal, resignation, death
or other incapacity, or increase in the number of Directors, may be filled by
the Board, or if the Directors remaining in office constitute fewer than a
quorum of the Board, they may fill the vacancy by the affirmative vote of a
majority of all the Directors remaining in office. The new Director shall serve
until the expiration of the term for which the Director's predecessor was
elected. Shareholders shall be notified of any increase in the number of
Directors and of the name, address, and principal occupation of any Director
elected by the Board to fill any vacancy, whether caused by an increase or
otherwise, in the next mailing sent to the shareholders following any such
increase or election. If the vote of the remaining members of the Board shall
result in a tie, such vacancy shall be filled by vote of the shareholders at a
special meeting called for such purpose.
Section 4.13. Compensation of Directors.
------------ -------------------------
The Board is empowered and authorized to fix and determine the
compensation of the Directors. Until such time as the Board shall choose to act
in this matter, members of the Board of Directors shall receive no compensation
for acting in such capacity.
ARTICLE V
---------
EXECUTIVE COMMITTEE
-------------------
Section 5.01. Number.
------------ ------
The Board, by resolution adopted by a majority of the number of
Directors fixed by the Bylaws or otherwise, may designate three (3) or more
Directors to constitute an Executive Committee, which Committee, to the extent
provided in such resolution, shall have and exercise all of the authority of the
Board in the management of the Corporation, except as otherwise required by law.
Vacancies in the membership of the Committee shall be filled by the Board of
Directors at a regular or special meeting of the Board of Directors. The
Executive Committee shall keep regular minutes of its proceedings and report the
same to the Board when required.
Section 5.02. Committees.
------------ ----------
The Board may create one or more committees and appoint members of the
Board to serve on them. Each committee may have one or more members, who serve
at the pleasure of the Board. The creation of a committee and the appointment of
members to it must be approved by the greater of (a) a majority of all the
Directors in office when the action is taken, or (b) the number of Directors
required by the Articles of Incorporation or these Bylaws to take action under
the provisions of the Act. The
<PAGE>
provisions of these Bylaws, which govern meetings, action without meetings,
notice, and waiver of notice, apply to committees and their members as well. To
the extent specified by the Board or these Bylaws, each committee may exercise
the authority of the Board.
ARTICLE VI
----------
Officers of the Corporation
---------------------------
Section 6.01. Election.
------------ --------
At its annual meeting the Board may elect a Chairman, President, one or
more Vice-Presidents, (if the Board deems such officers necessary), a Secretary,
and a Treasurer, and such assistants and other officers as it may decide upon,
for a term of one year. Any two or more offices may be held by the same person.
If the annual meeting of the Board is not held at the time designated in these
Bylaws, such failure shall not cause any defect in the corporate existence of
the Corporation, but the officers for the time being shall hold over until their
successors are chosen and qualified, unless sooner removed as provided for the
applicable law.
Section 6.02. Resignations.
------------ ------------
Any Officer may resign at any time by giving written notice to the
Board, the President or the Secretary. Such resignation shall take effect at the
time specified therein, and unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
Section 6.03. Removal.
------------ -------
Any officer of the Corporation may be removed, either with or without
cause, at any time by the Board, or if the officer to be removed was appointed
by another officer, then the appointing officer may so remove the appointed
officer.
Section 6.04. Vacancies.
------------ ---------
Whenever any vacancies occur in any office by death, resignation,
increase in the number of officers of the Corporation, or otherwise, such
vacancy shall be filled by the Board and the officer so elected shall hold
office until his successor is chosen and qualified, unless sooner removed as
provided for by applicable law.
Section 6.05. Officer's Duties and Powers.
------------ ---------------------------
Each officer of the Corporation has the authority and shall perform the
duties prescribed by the Board or by direction of an officer authorized by the
Board to prescribe the duties of other officers; provided, that the Secretary
shall have the
<PAGE>
responsibility for preparing and maintaining custody of minutes of the
directors' and shareholders' meetings and for authenticating records of the
Corporation. An Assistant Secretary may, in the absence or disability of the
Secretary, attest to the execution by the Corporation of all documents.
ARTICLE VII
-----------
Special Corporate Acts, Negotiable
----------------------------------
Instruments, Deeds, Contracts and Stock
---------------------------------------
Section 7.01. Execution of Negotiable Instruments.
------------ -----------------------------------
All checks, drafts, bills of exchange and orders for the payment of
money of the Corporation shall, unless otherwise directed by the Board, or
unless otherwise required by law, be signed by any two of the following officer:
the Chairman, the President, Vice President, the Secretary or the Treasurer. The
Board may, however, authorize any one or more of such Officers to sign checks,
drafts, bills of exchange and orders for the payment of money by the Corporation
singly and without necessity of countersignature; and the Board may designate
any employee or employees of the Corporation or any other person in addition to
those named above, who may, in the name of the Corporation, execute checks,
drafts, bills of exchange and orders for the payment of money by the Corporation
or in its behalf.
Section 7.02. Executive of Deeds, Contracts, etc.
------------ ----------------------------------
All deeds, notes, bonds and mortgages made by the Corporation and all
other written contracts and agreements (other than those executed in the
ordinary course of corporate business) to which the Corporation shall be a
party, shall be executed in its name by the Chairman, the President, a Vice
President or by any other Officer so authorized by the Board, acting by
resolution; and the Secretary, when necessary or required, shall attest the
execution thereof.
Section 7.03. Ordinary Contracts and Agreements.
------------ ---------------------------------
All written contracts and agreements into which the Corporation enters
in the ordinary course of corporate business shall be executed by any Officer.
Section 7.04. Endorsement of Certificates for Shares.
------------ --------------------------------------
Unless otherwise directed by the Board, any re-acquired Shares and any
Investment Shares owned by the Corporation may, for sale or transfer, be
endorsed in the name of the Corporation by the Chairman, the President or a
Vice President, and such endorsement shall be duly attested by the Secretary.
<PAGE>
Section 7.05. Voting of Investment Shares.
------------------------------------------
Unless otherwise directed by the Board, any Investment Share may be
voted at any shareholders' meeting of the issuing Corporation by the Chairman,
or in his absence, by the President, or in his absence, by a Vice President.
Whenever, in the judgment of the Chairman, it is desirable for the Corporation
to execute a proxy or give a shareholders' consent in respect of any Investment
Share, such proxy or consent shall be executed in the name of the Corporation by
the Chairman, the President or a Vice President, and, when necessary or
required, shall be attested by the Secretary. Any person or persons designated
in the manner above stated as the proxy or proxies of the Corporation shall have
full right, power and authority to vote an Investment Share in the same manner
as such Investment Share could otherwise be voted by the Corporation.
ARTICLE VIII
------------
Limitation of Liability; Indemnification
----------------------------------------
Section 8.01. Scope of Article.
-------------------------------
The provisions of this Article apply with respect to liability and
indemnification of a Director, a member of any Committee or of another committee
appointed by the Board (an "Appointed Committee"), Officer, Employee or agent
(collectively, "Corporate Persons," and individually, a "Corporate Person") of
the Corporation for any loss or damage suffered on account of any action taken
or omitted to be taken by a Corporate Person.
Section 8.02. General Limitation of Liability.
----------------------------------------------
No Director or Officer shall be liable for any loss or damage if, in
taking or omitting to take any action causing such loss or damage, either (i)
such Director or Officer acted (A) in good faith, (B) with the care an
ordinarily prudent person in a like position would have exercised under similar
circumstances, and (C) in a manner such Director or Officer reasonably believed
was in the best interests of the Corporation, or (ii) such Director's or
Officer's breach of or failure to act in accordance with the standards of
conduct set forth in clause (i) (the "Standards of Conduct") did not constitute
willful misconduct or recklessness. The Board may apply the limitation of
liability set forth in this Section to other Corporate Persons of the
Corporation, either generally or in particular cases.
Section 8.03. Reliance on Corporate Records and Other Information.
------------------------------------------------------------------
Any Corporate Person of the Corporation shall be fully protected, and
shall be deemed to have complied with the Standards of Conduct, in relying in
good faith, with respect to any information contained therein, upon (i) the
Corporation
<PAGE>
Records, or (ii) information, opinions, reports or statements (including
financial statements and other financial data) prepared or presented by (A) one
or more other Corporate Persons whom such Corporate Person reasonably believes
to be competent in the matters presented, (B) legal counsel, public accountants
or other persons as to matters that such Corporate Person reasonably believes
are within such person's professional or expert competence, (C) a Committee or
an Appointed Committee, of which such Corporate Person is not a member, if such
Corporate Person reasonably believes such Committee or Appointed Committee
merits confidence, or (D) the Board, if such Corporate Person is not a Director
and reasonably believes that the Board merits confidence.
Section 8.04. Indemnification Standards.
------------ -------------------------
The Corporation shall indemnify any Director or Officer, and may
indemnify any other person, who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil or criminal, administrative or investigative, formal or informal
(an "Action"), by reason of the fact that he is or was a Corporate Person or the
Corporation or is or was serving at the request of the Corporation as a
Corporate Person, partner, trustee or member or in another authorized capacity
(collectively, an "Authorized Capacity") of or for another Legal Entity, whether
or not organized or formed for profit (collectively, "Another Entity"), against
expenses (including attorneys' fees) ("Expenses") and judgements, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such Action, if such person (i) acted in good faith, (ii) acted
in a manner he reasonably believed (A) with respect to actions as a Corporate
Person of the Corporation, to be in the best interests of the Corporation, or
(B) with respect to actions in an Authorized Capacity of or for Another Entity,
was not opposed to the best interests of the Corporation, and (iii) with respect
any criminal Action, either (A) had reasonable cause to believe his conduct was
lawful, or (B) had no reasonable cause to believe his conduct was unlawful. The
termination of any Action by judgement, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, be
determinative that the person did not meet the standards for indemnification set
forth in this Section (the "Indemnification Standards").
Section 8.05. Indemnification in Successfully Defended Actions.
------------ ------------------------------------------------
To the extent that a person who is or was a Corporate Person of the
Corporation, or is or was serving at the request of the Corporation in an
Authorized Capacity of or for Another Entity, has been successful on the merits
or otherwise in the defense of any Action referred to in Section 7.04, or in the
defense of any claim, issue or matter in any such Action, the Corporation shall
<PAGE>
indemnify him against Expenses actually and reasonably incurred by him in
connection therwith.
Section 8.06. Indemnification Procedure.
------------- ---------------------------
Unless ordered by a court, any indemnification of any person under Section
7.04 shall be made by the Corporation only as authorized in the specfic case
upon a determination that indemnification of such person is proper in the
circumstances because he met the Indemnification Standards. Such determination
shall be made.
(a) by the Board, by a majority vote of a quorum consisting of Directors
who are not at the time parties to the Action involved ("Parties"); or
(b) if a quorum cannot be obtained under subsection (a), by a majority vote
of a Committee duly designated by the Board (in which designation
Directors who are Parties may participate), consisting solely of two or
more Directors who are not at the time Parties; or
(c) by written opinion of independent legal counsel (i) selected by the Board
or by such Committee in the manner prescribed in subsections (a) or (b),
respectively, or (ii) if a quorum cannot be obtained and a Committee
cannot be designated under subsections (a) or (b), respectively, selected
by a majority of the full Board, in which selection Directors who are
parties may participate; or
(d) by the Shareholders who are not at the time Parties; voting together as a
single class.
Section 8.07. Advances for Expenses
------------ --------------------
Expenses reasonably incurred in defending an Action by any person who may be
entitled to indemnification under Section 7.04 may be paid by the Corporation in
advance of the final disposition of such Action if (i) such person furnishes the
Corporation with (A) a written affirmation of his good faith belief that he has
met, and (B) a written undertaking, executed personally or on his behalf, to
repay the advance (an "Undertaking") if it is ultimately determined that he did
not meet, the Indemnification Standards; and (ii) a determination is made, under
the procedure set forth in Section 7.06, that the facts then known to those
making the determination would not preclude indemnification under Section 7.04.
An Undertaking must be an unlimited general obligation of the person making it,
but need not be secured and may be accepted by the Corporation without reference
to such person's financial ability to make repayment.
<PAGE>
Section 8.08. Continuation of Indemnification Rights.
------------ --------------------------------------
The indemnification authorized by this Article shall inure to the
benefit of the heirs, executors and administrators of any person who may be
entitled to indeminification under Section 7.04, and shall continue as to any
such person who as ceased to be a Corporate Person of the Corporation or to be
served in an Authorized Capacity of or for Another Entity.
Section 8.09. Insurance.
------------ ---------
The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a Corporate Person of the Corporation, or is
or was serving at the request of the Corporation in an Authorized Capacity of or
for Another Entity, against any liability asserted against and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.
Section 8.10. Definition of Corporation.
------------ -------------------------
For the purposes of this Article, references to "the Corporation"
include any constituent corporation absorbed in a consolidation or merger (a
"Constituent") as well as the resulting or surviving corporation (the
"Survivor") as well as the resulting or surviving corporation (the "Survivor"),
such that any person who is or was a Corporate Person of such a Constituent, or
is or was serving at the request of such Constituent in an Authorized Capacity
of or for Another Entity, shall stand in the same position under the provisions
of this Article with respect to the Survivor as he would if he had served the
Survivor, or at its request, in the same capacity.
ARTICLE IX
Amendments
----------
The power to make, alter, amend or repeal these Bylaws is vested in the
Board.
The foregoing Code of Bylaws of the Corporation were duly adopted by the
Board of Directors of the Corporation on the ____________ day of
________________, 19 ___.
----------------------------------------
, Secretary
of the Corporation
<PAGE>
EXHIBIT 10.21
CLIPPER
-------
CORANGE LIMITED
INCENTIVE AND PERFORMANCE PLAN--
EXECUTIVE REMUNERATION
<PAGE>
US Participants==============================
CORANGE LIMITED
---------------------------------------------
Explanatory Notes
---------------------------------------------
CLIPPER
- --------------------------------------------------------------
Incentive and Performance Plan -
Executive Remuneration
<PAGE>
Introduction
- -------------------------------------------------------------------------------
These notes provide an overview of a new long-term incentive plan for our
executives worldwide. The Plan is named the Corange Limited Incentive and
Performance Plan - Executive Remuneration, or CLIPPER
CLIPPER offers each participant a significant personal stake in the future
success of Corange. We are pleased to inform you that you have been selected to
receive a CLIPPER grant.
Why CLIPPER?
- ------------------------------------------------------------------------------
CLIPPER has been designed to meet three important objectives:
. to create a worldwide management team within Corange by offering our
executives a similar reward opportunity through a single Plan;
. to give executives access to a new top tier of individual rewards, based on
outstanding leadership, commitment and results; and
. to balance the current emphasis on annual results within a country or
business unit with a focus on long-term performance for the Company overall.
Who Participates?
- -------------------------------------------------------------------------------
CLIPPER awards can be made to any executives who have a direct impact on the
long-term performance of Corange. To participate, you must be nominated by the
Plan Committee and approved by the Board.
- -------------------------------------------------------------------------------
<PAGE>
Nominations for an award are subject to annual review by the
Plan Committee and the Board; participation in one year does
not ensure participation in another.
The Plan Committee includes the Chief Executive Officer, the
Chief Financial Officer and a Secretary (normally the Corange
Group Senior Vice President of Personnel).
How CLIPPER Works
- -------------------------------------------------------------------------------
CLIPPER awards are a grant of performance units. The number of
performance units granted to each executive will be based on:
. an overall assessment of corporate performance, which will
be closely linked to Corange's Return on Equity; and
. the individual executive's performance and potential impact
on corporate results.
Unit Value Each performance unit will have a starting value, stated in US
dollars at the initial grant date. Corange expects to make
subsequent grants annually, with the number of units awarded
depending upon both company and individual executive
performance.
Once granted, a performance unit can only increase in value.
Performance units will be revalued annually by the Board of
Directors, based on company results. Increases in performance
unit value are at the Board's discretion; however, increases
will be no less than the US long-term Treasury Bill interest
rate.
Increases in unit value will apply to both new CLIPPER awards
and all previous grants not yet paid to you.
- --------------------------------------------------------------------------------
<PAGE>
If an executive elects to defer payment of a
CLIPPER award (please see page 5 for details), then
the latest date at which a Board-granted increase
in performance unit value can apply is the fifth
anniversary of the grant date of the performance
units. CLIPPER payments deferred later than the
fifth anniversary of the grant date still benefit
from increases in the performance unit value, but
only at the US long-term Treasury Bill interest
rate.
Vesting Executives will vest in the performance units
related to any one CLIPPER award over a period of
four years starting on the date of grant. Vesting
is 40% on the first anniversary of the date of
grant and 20% per year on the next three
anniversary dates.
The chart on the next page illustrates how the
vesting schedule, additional CLIPPER awards and
increases in unit value can work together to create
significant payouts. To prepare the chart, we have
used the following assumptions:
. 1992: Award 1 = 1,000 units. Unit value = $10.
. 1993: Award 2 = 1,200 units. Unit value = $11.
. 1994: Award 3 = 1,800 units. Unit Value = $12.
. 1995: Award 4 = 0 units. Unit Value = $13.
. 1996: Award 5 = 1,500 units. Unit Value = $14.
. 1997: Award 6 = 1,700 units. Unit Value = $15.
These assumptions are, of course, for illustrative
purposes only; they have been chosen to show that
grants can vary significantly, based on individual
and company performance. The actual number of
grants you receive, the value of those grants and
the resulting payments are unlikely to parallel
those shown.
<PAGE>
CLIPPER Awards
(for illustrative purposes only)
- --------------------------------------------------------------------------------
================================================================================
April '92 April '93 April '94 April '95 April '96 April '97
- --------------------------------------------------------------------------------
Award 1 400 200 200 200
- --------------------------------------------------------------------------------
Award 2 480 240 240 240
- --------------------------------------------------------------------------------
Award 3 720 360 360
- --------------------------------------------------------------------------------
Award 4 0 0
- --------------------------------------------------------------------------------
Award 5 600
- --------------------------------------------------------------------------------
Award 6
- --------------------------------------------------------------------------------
Performance Units
- --------------------------------------------------------------------------------
Number 400 680 1,160 800 1,200
- --------------------------------------------------------------------------------
Value x 11 x 12 x 13 x 14 x 15
---- ---- ---- ---- ----
- --------------------------------------------------------------------------------
Payouts $4,400 $8,160 $15,080 $11,200 $18,000
================================================================================
- --------------------------------------------------------------------------------
<PAGE>
Unless the executive chooses to defer payment, performance
units will generally be cashed in and paid out as soon as
practicable after the units are vested.
Provided the executive in the example remained with Corange,
further CLIPPER payments would be made for
. Award 3 in 1998;
. Award 4 in 1998 and 1999;
. Award 5 in 1998, 1999 and 2000; and
. Award 6 in 1998, 1999, 2000 and 2001.
Deferral Under current law in the US, executives will have the option to
defer payment of all or part of their CLIPPER awards. Payment
can be deferred to the end of any Plan year between the date of
vesting and the 15th anniversary of the award grant date.
Deferrals may prove particularly useful to executives in tax,
investment and retirement planning.
Generally, deferral decisions must be made well in advance of
the date that awards could be paid.
Exchange Rate Awards of CLIPPER performance units will be denominated
Flexibility initially in US dollars. Executives will, however, have the
option of election on the award date either the dollar or ECU
as the currency for determining future performance unit values.
In addition, once executives are vested in their performance
units, they may elect to have them converted for payment in
either US dollars or the local currency of their country of tax
residence at the time of payment. If executives do not specify
a currency, their CLIPPER awards will be paid in their local
currency.
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT 10.22
DePUY, INC. AND DePUY INTERNATIONAL LIMITED
ORTHOPAEDIC EXTRA-COMPENSATION OPPORTUNITY
------------------------------------------
This document sets forth the terms and provisions of the Orthopaedic
Extra-Compensation Opportunity established by DePuy, Inc. of Warsaw, Indiana,
and DePuy International Limited of Leeds, England, which is hereafter referred
to as "OREO." Unless formally amended, this document is intended to govern OREO
and its application in all respects notwithstanding any other information,
verbal or written, which may be published.
A. PLAN OBJECTIVES
---------------
The objectives of the long-term Compensation Plan for DePuy are as follows:
. Provide a long-term Plan for DePuy employees that is competitive with stock
option programs of publicly-owned companies.
. Aid in the recruitment of key employees to DePuy and provide a program to
retain them.
. Provide enhanced benefits for key managers to give equivalency to publicly-
owned U.S. companies. Structure an incentive Plan to encourage a career
commitment to DePuy.
. Implement a Plan that could be funded from over-budgeted earnings.
. Improve business results with incentives for employees and significant
return to shareholders.
<PAGE>
. Base rewards on total DePuy results, thereby encouraging integration of
DePuy U.S. and outside U.S. organizations. Foster a transnational
organization.
-2-
<PAGE>
B. ELIGIBILITY
-----------
Eligibility will be primarily focused upon U.S. positions, several key
International positions, and expatriate employees. A "core group" of about 40
contributors will participate in the initial 1991 performance year.
From year-to-year, it is expected that the core group will receive awards which
may vary in value each Plan year. Additional employees may become participants
ranging from year-to-year to a one-time basis. This provision will provide
appropriate action for high potentials, critical resources and performance on a
case-by-case basis.
Participants in the Plan will be nominated by the Presidents of DePuy, Inc. and
DePuy International, as well as other members of the Worldwide staff and
approved by the Orthopaedic CEO.
-3-
<PAGE>
C. PLAN DESIGN
-----------
Elements of the proposed Plan design are discussed below.
. PLAN CYCLE. The performance period is one calendar year; awards will be
----------
determined each year based upon attainment of predetermined financial
objectives. Awards will be effective as of January 1 of the year following
but calculated after audited results are available. The first award date
will be March 1992 for the 1991 performance period.
. FINANCIAL PERFORMANCE. The Plan focuses on exceeding the annual budgeted
---------------------
Operating Profit. For above Budget OP, the initial Plan design will allocate
60% of each dollar to employee pool and 40% to shareholders. This allocation
will continue up to a maximum cap of 20% of eligible participant salaries.
However, in the event the budgeted OP is not achieved, the company may elect
to make awards under the Plan not to exceed 10% of eligible participant
salaries.
. COMPENSATION AWARDS. Each participant will be given "Certificates of
-------------------
Value" based upon judgments concerning the level of contribution to over-
Plan performance. The award(s) will range from 0% to 30% maximum of
individual base salary in the form of one thousand dollar certificate units.
-4-
<PAGE>
. Vesting. Vesting will occur over a period of three years of employment after
-------
each award date based upon the following example:
Vesting 0% 0% 25% 50% 100%
Amounts
------- ----------- ------ ------ ------ ------
Year Performance 1/1/92 1/1/93 1/1/94 1/1/95
Year Award
1991 Date
Certificates which vest in January of any year will be redeemed by payment at
that time.
The awards and the income generated by the investment activity will vest over a
three-year period, subject to exceptons noted below. The income generated by the
investment will be the higher of the income earned by the investment vehicle
(defined later) or the income the funds would have earned had they been invested
in 30-year Treasury Bills as determined from the 30-year T-bill index. If the
investment in mutual fund or other vehicles produces a loss, the company will
pay the original amount of the investment plus a return based on the 30-year T-
bill index. Awards made in one year ("Award Year") for the business activity in
the prior year ("Performance Year") will vest over the next three years. On
January 1 ("Award Date") of each year a participant will be 25% vested in the
funds paid into the fund on his behalf on January 1 of the prior year, and will
be paid that amount through redemption in January. He will be vested in an
additional 25%
-5-
<PAGE>
of those funds which were invested two years prior to that Award Date and will
be paid that amount through redemption in January. Vesting in the remaining 50%
of those funds that were invested three years prior will occur after three years
from the Award Date, which will be paid through redemption in January.
Retirement or termination of an employee will end his or her participation in
the OREO. All vested amounts, plus their accrued earnings, will be paid upon an
employee's termination for whatever reason. Unvested amounts of a terminated
employee will be forfeited. However, upon retirement of an employee, all vested
and unvested amounts and their accrued earnings will be paid as of the date of
retirement. Similarly, in the event of the permanent disability or death of an
employee, all vested, unvested amounts and their accrued earnings will be paid.
Should the Boehringer Mannheim family of companies cease its ownership of DePuy,
Inc., all funds, vested and unvested, together with all accrued earnings will be
paid to the participants as of the date of the ownership change.
. INVESTMENT VEHICLE. After audited results of the prior Plan year, the total
------------------
of awards to all participants will be invested in a health care mutual fund
and/or other investments which have been approved by the Plan Committee.
-6-
<PAGE>
. INVESTMENT EARNINGS. Performance of the mutual fund will be reported to
-------------------
participants on an annual basis until vesting occurs and payment to
participants is made. Gains incurred in these investments will be shared pro
rata among the participants' accounts.
. FUNDING. This Plan is an unfunded promise and employee claims are the same
-------
as those of other creditors of the company.
To prepare for these payments, the company may set aside assets in certain
funds that will be primarily invested in the health care industry.
Participant value rights will change based on the performance of these
funds, less administrative expense paid by the company on these funds.
The change in participant value rights will be reported at least once per
year.
. FUND EXPENSES. The fund will pay administrative expenses as they are
-------------
charged, and each participant's account will share in a pro rata portion of
those expenses. Plan forfeitures may be used in meeting these costs as they
might occur from time to time.
. TAX CONSIDERATIONS. A compensation expense deduction for the payment of
------------------
awards will be taken by the company in the year the employee receives cash
payment in respect of the award. The employee is required to pay state and
federal taxes when awards are paid.
-7-
<PAGE>
. Plan Committee. Administration of the Plan will be accomplished by a
---------------
committee comprised of the Orthopaedics' CEO; President, DePuy, Inc.; Senior
Vice President, Personnel; Senior Vice President, Finance; and Corange
representative.
. Communications. The communications plan will involve the following steps:
---------------
1. The appropriate president will meet with employees during the fourth
quarter of the Performance Year to announce their participation in this
Plan, give them a brief summary of the Plan and advise that further
details will be communicated in the following year.
2. In March, Certificates of Value will be presented to the initial group of
eligible employees.
3. At the end of each quarter, the president will review progress toward
financial goals and discuss financial plans at the regularly scheduled
director/manager MBO meetings without having to single out OREO
participants.
-8-
<PAGE>
Exhibit 10.23
BOEHRINGER MANNHEIM U.S. HOLDINGS, INC.
---------------------------------------
SUPPLEMENTAL RETIREMENT PLAN (PLAN NO.1)
----------------------------------------
(As Amended and Restated Effective January 1, 1993)
<PAGE>
BOEHRINGER MANNHEIM U.S. HOLDINGS, INC.
---------------------------------------
SUPPLEMENTAL RETIREMENT PLAN (PLAN NO. 1)
-----------------------------------------
(As Amended and Restated Effective January 1, 1993)
TABLE OF CONTENTS
PAGE
Article I. Establishment of the Plan ......................................... 1
1.1 Establishment and Restatement ................................... 1
1.2 Purpose ......................................................... 1
Article II. Definitions and Construction ..................................... 1
2.1 Definitions ..................................................... 1
2.2 Gender and Number ............................................... 7
2.3 Employment Rights ............................................... 7
2.4 Applicable Law .................................................. 7
Article III. Administration .................................................. 7
3.1 Administration .................................................. 7
3.2 Finality of Determination ....................................... 8
3.3 Indemnification and Exculpation ................................. 8
3.4 Self Interest ................................................... 9
Article IV. Participation .................................................... 9
4.1 Participation ................................................... 9
4.2 Other Retirement Income ......................................... 9
Article V. Benefits ......................................................... 10
5.1 Retirement Benefits ............................................ 10
5.2 Death Benefits ................................................. 12
5.3 Supplemental Deferred Vested Benefits .......................... 14
5.4 Commencement of Payments ....................................... 14
5.5 Form of Payments ............................................... 15
5.6 Calculation of Offsets and Actuarial Equivalence ............... 15
5.7 Reductions for Certain Surviving Spouses ....................... 18
Article VI. Other Terminations of Employment ................................ 18
6.1 Termination Before Five Years of Service ....................... 18
6.2 Termination for Cause .......................................... 18
Article VII. Noncompetition ................................................. 18
7.1 Noncompetition ................................................. 18
Article VIII. Miscellaneous ................................................. 20
8.1 Amendment and Termination ...................................... 20
8.2 Funding ........................................................ 21
<PAGE>
8.3 Tax Liability .................................................... 21
8.4 Assignment ....................................................... 21
8.5 Successors ....................................................... 22
8.6 Severability ..................................................... 22
8.7 Nonuniform Determinations ........................................ 22
8.8 Separation From Other Plans ...................................... 22
8.9 Effective Date ................................................... 22
EXHIBIT A ................................................................... 24
EXHIBIT B ................................................................... 25
<PAGE>
BOEHRINGER MANNHEIM U.S. HOLDINGS, INC.
--------------------------------------
SUPPLEMENTAL RETIREMENT PLAN (PLAN NO. 1)
-----------------------------------------
(As Amended and Restated Effective January 1, 1993)
Article I. Establishment of the Plan
------------------------------------
1.1 Establishment and Restatement. BOEHRINGER MANNHEIM U.S. HOLDINGS,
-----------------------------
INC. ("Holdings") heretofore established and currently maintains a supplemental
benefits plan on behalf of its subsidiaries and other affiliated corporations
(collectively, "Boehringer"). Such plan was last amended and restated effective
as of January 1, 1992. Such plan is hereby further amended and restated,
effective as of January 1, 1993, and shall be known as the "Boehringer Mannheim
U.S. Holdings Inc. Supplemental Retirement Plan" (the "Plan").
1.2 Purpose. The Plan is intended to ensure a competitive level of
-------
retirement benefits to a select group of senior executives of Boehringer, in
order to attract and retain talented executives.
Article II. Definitions and Construction
----------------------------------------
2.1 Definitions. Whenever the following terms are used in this Plan,
-----------
they shall have the meaning specified unless a contrary intention is
specifically and clearly indicated.
(a) "Actuarial Equivalent" means a benefit having the same present
----------------------
value as the benefit it replaces. For purposes of establishing
actuarial equivalence, present value shall be determined on the
bases of the 1984-UP Mortality Table and the Assumed Interest
Rate.
(b) "Administrative Committee" means the committee of three persons
--------------------------
designated to administer the Plan. The committee presently
consists of James A. Lent, Barry Simmonds, and Robert H.
Reynolds.
(c) "Assumed Interest Rate" means a rate equal to 120 percent of the
-----------------------
interest rate used, by the Pension Benefit Guaranty Corporation,
for valuing immediate annuities upon termination of defined
benefit plans. The Assumed
<PAGE>
Interest Rate used under the Plan during any Fiscal Year shall be based on
120 percent of the PBGC rate in effect on the first day of the month in
which payment of a Participant's Benefits will be made or commence.
(d) " Benefits" means any amounts payable under the Plan as Supplemental
--------
Retirement Benefits, Supplemental Early Retirement Benefits, Disability
Retirement Benefits, Death Benefits, or Supplemental Deferred Vested
Benefits, to or on behalf of a Participant who has met the requirements
of the Plan for eligibility for such payments. For the purpose of
calculating a Participant's total service with Boehringer, all service
with any company(s) in the worldwide Holdings group shall be included.
(e) "Board" means the Board of Directors of Holdings.
-----
(f) "Boehringer" means Holdings; however, references to "Boehringer" shall
----------
also include (i) references to any subsidiary of Holdings and any other
entity which, together with Holdings, is a member of a "controlled group"
of corporations (as described in section 414(b) of the Code), (ii)
references to any other entity which has been merged into or acquired by
Holdings or by any subsidiary of Holdings which is included in the
Holdings controlled group (as defined above) as long as the merged or
acquired entity was part of the same controlled group as Holdings (or the
Holdings subsidiary) in which it was merged or by which it was acquired
immediately prior to the merger or the acquisition, and (iii) references
to any successor entity resulting from a merger or consolidation with
Holdings or from the transfer of substantially all of the assets of
Holdings.
(g) "Boehringer Income" means the total amount of income, calculated in United
-----------------
States dollars, received by a Participant from Boehringer in the form of
base salary in a Fiscal Year plus one-half of the annual cash bonus paid
to the Participant by Boehringer in such Fiscal Year. Boehringer Income
shall also included any Participant deferrals pursuant to a cash or
deferred arrangement under section 401(k) of the Code maintained by
Boehringer, any salary and bonus deferred under any nonqualified deferred
compensation arrangement
-2-
<PAGE>
maintained by Boehringer, and any amounts excluded from wages by reason of
any Participant election pursuant to a cafeteria plan under section 125 of
the Code maintained by Boehringer. Except for the annual cash bonus,
Boehringer Income shall not include any incentive compensation (deferred or
otherwise) or any other forms of compensation provided by Boehringer to an
employee.
(h) "CEO" means the Chief Executive Officer of Corange.
-----
(i) "Code" means the Internal Revenue Code of 1986, as it may be amended from
------
time to time. Reference to a section of the Code shall also include any
comparable provision of the Code that supersedes said section.
(j) "Corange" means Corange Limited, a Bermuda corporation.
---------
(k) "Death Benefits" means benefits payable to a Surviving Spouse upon the
----------------
death of a Participant pursuant to section 5.2.
(l) "Disability" means that because of injury or sickness a Participant cannot
------------
perform substantially all of the material duties of his position as they
existed immediately prior to such injury or sickness.
(m) "Disability Retirement Date" means the date upon which a Participant ceases
----------------------------
Employment as the result of a Disability.
(n) "Early Retirement" means Retirement by a Participant at any time on or
------------------
after the Participant's Early Retirement Date, but before his Normal
Retirement Date.
(o) "Early Retirement Date" means the date upon which a Participant retires
-----------------------
from Employment with Boehringer, at any time earlier than the Participant's
Normal Retirement Date and after the Participant both attains age 55 and
completes five years of service with Boehringer.
(p) "Employment" means employment with Boehringer as determined by Boehringer.
------------
However, the Administrative Committee may (in its sole discretion) treat
any material diminution in a Participant's responsibilities or any change
from active, full-time status as constituting a termination of Employment.
-3-
<PAGE>
(q) "Final Average Boehringer Income" means the annual average of a
---------------------------------
Participant's Boehringer Income for the 36-month period ending on the date
of the Participant's termination of Employment (by reason of Retirement or
otherwise) or the Participant's Disability. If a Participant completed
fewer than 36 months of service with Boehringer, his Final Average
Boehringer Income shall mean the Participant's annual average Boehringer
Income for his entire period of service with Boehringer.
(r) "Fiscal Year" means the fiscal year of Holdings, which is the calendar
-------------
year, unless changed by the Board.
(s) "Holdings" means Boehringer Mannheim U.S. Holdings, Inc., an Indiana
----------
corporation, or any successor corporation resulting from a merger or
consolidation with Holdings or transfer of substantially all of the assets
of Holdings.
(t) "Independent Actuary" means a person (or a firm of which he is a member)
---------------------
who is an "enrolled actuary" under the Employee Retirement Income Security
Act of 1974 ("ERISA")and who is chosen by the Administrative Committee to
assist in performing calculations under the Plan.
(u) "Long-Term Disability Plan" means any long-term disability plan maintained
---------------------------
by Boehringer and covering a Participant, including benefits paid
thereunder.
(v) "Normal Retirement" means Retirement by a Participant on or after the
-------------------
Participant's Normal Retirement Date.
(w) "Normal Retirement Date" means the last day of the Boehringer pay period
------------------------
immediately following a Participant's sixty-fifth birthday.
(x) "Other Retirement Income" means the total amount of annual retirement
-------------------------
income payable to a Participant, calculated in United States dollars, from
any employment source other than Boehringer. Other Retirement Income shall
include--
(1) any employer-provided benefits that a Participant is entitled to
receive (whether or not waived or deferred) from any plan that is a
qualified
-4-
<PAGE>
retirement plan under section 401(a) of the Code and that is subject
to the minimum funding requirements of section 412 of the Code;
(2) any employer-derived benefits that a Participant is entitled to
receive (whether or not waived) under a defined benefit retirement
plan maintained outside of the United States;
(3) one-half of any primary Social Security benefits that a participant is
entitled to receive (whether or not waived or deferred); and
(4) any benefits that a Participant is entitled to receive (whether or not
waived or deferred) under a program that is comparable to the United
States Social Security program and that is maintained by a government
other than the United States government.
In calculating any Death Benefits payable under section 5.2(a), "Other
Retirement Income" shall not include any primary Social Security benefits
under paragraph (3) or any benefits comparable to Social Security benefits
under paragraph (4).
(y) "Participant" means an employee of Boehringer selected to participate in
-------------
the Plan as described under section 4.1 and who has formally agreed to
participate in the Plan. An individual shall continue as a Participant
after his termination of Employment with Boehringer until all Benefits
payable hereunder with respect to the individual have been paid or
forfeited under the Plan. The word "Participant" shall not include any
references to the spouse of an employee or of a former employee who
participates in the Plan.
(z) "Plan" means that Boehringer Mannheim U.S. Holdings, Inc. Supplemental
------
Retirement Plan (Plan No. 1).
(aa) "Retirement" means the total cessation of Employment for or on behalf of
------------
Boehringer by a Participant after attaining age 55 and completing at least
five years of service with Boehringer or after attaining age 60.
(bb) "Retirement Date" means the date that a Participant begins receiving
-----------------
benefits under this Plan due to Retirement, Disability, or other
termination of Employment.
-5-
<PAGE>
(cc) "RIP Plan" means the Boehringer Mannheim U.S. Holdings, Inc. Retirement
----------
Income Plan.
(dd) "Supplemental Deferred Vested Benefits" means Benefits payable pursuant
--------------------------------------
to section 5.3, to a Participant whose Employment has ceased for a
reason other than death, Disability, or Retirement and who is eligible
for a benefit pursuant to the other provisions of the Plan.
(ee) "Supplemental Disability Retirement Benefits" means Benefits payable
---------------------------------------------
pursuant to section 5.1(c), to a Participant whose Employment has ceased
as a result of Disability.
(ff) "Supplemental Early Retirement Benefits" means reduced Benefits payable
----------------------------------------
pursuant to section 5.1(b), upon Early Retirement.
(gg) "Supplemental Retirement Benefits" means Benefits payable to a
----------------------------------
Participant who retires, pursuant to section 5.1(a).
(hh) "Surviving Spouse" means the legally married spouse of a Participant who
-----------------
survives that Participant's death.
(ii) "Termination for Cause" means that a Participant's Employment with
-----------------------
Boehringer has terminated because the Participant engaged in a willful
or deliberate act of commission or omission which is injurious to the
finances or reputation of Boehringer. Termination for Cause shall
include, but is not limited to-
(1) Committing any material breach of this Plan, including, without
limitation, the provisions of Article VII regarding noncompetition,
(2) Committing any dishonest, unethical, fraudulent, or felonious act
either in respect to duties to Boehringer, or which results in
material damage to the business, reputation, or goodwill of
Boehringer,
(3) Gross negligence or intentional wrongdoing in connection with
employment, which has a substantial adverse effect on Boehringer,
its business, or reputation,
(4) Prolonged unexcused absence from duties,
-6-
<PAGE>
(5) Material breach of any employment or other agreement with
Boehringer, or
(6) Entering into unauthorized negotiations with any organization
which is competitive with the then present business of Boehringer
regarding the rendering of personal services for such
organization.
If a Participant resigns from Employment with Boehringer, and the
Administrative Committee determines that the resignation was in
anticipation of Termination for Cause, the Participant's resignation
shall be deemed a Termination for Cause.
(jj) "Valuation Date" means the first day of the calendar year for which a
----------------
contribution is made.
2.2 Gender and Number. Except when otherwise indicated by the context,
-----------------
words in the masculine gender shall include the feminine and neuter genders; the
plural shall include the singular and the singular shall include the plural.
2.3 Employment Rights. Establishment of the Plan shall be construed to
-----------------
give any Participant the right to be retained in the employment of Boehringer or
to any benefits not specifically provided by the Plan.
2.4 Applicable Law. This Plan is fully exempt from Titles II, III, IV of
--------------
ERISA. The Plan shall be governed by and construed in accordance with Title I of
ERISA and the laws of the State of Indiana.
Article III. Administration
---------------------------
3.1 Administration.
---------------
(a) Except as specifically provided elsewhere in the Plan, the
Administrative Committee shall have all such powers as may be
necessary to carry out the provisions of the Plan and the transaction
of the Plan's business. Upon
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<PAGE>
resignation or death of a member of the Administrative Committee, the
vacancy shall be filled by the remaining members of the Administrative
Committee. If the remaining members of the Administrative Committee
fail to agree on a successor, or there are no remaining members, the
successor shall be selected, in writing, by at least two-thirds of the
Participants. If the Participants fail to agree on a successor, the
successor shall be selected by the CEO or the Board.
(b) The Administrative Committee shall, at all times, consist of three
individuals; one of whom is a director of Holdings but who is not an
employee of Boehringer, one of whom is an employee of Corange or
Boehringer (but who is not a Participant), and one of whom is a
Participant. In addition, the Board may appoint a nonvoting Secretary
to assist the Administrative Committee on its work.
(c) The authority granted under this Article shall be subject to the right
of the Board to amend or terminate the Plan, as provided in section
8.1.
3.2 Finality of Determination. The determination of the Administrative
-------------------------
Committee as to any disputed questions arising under this Plan, including
questions of construction and interpretation shall be final, binding, and
conclusive upon all persons; except where the right to make such determination
is reserved to the CEO or the Board.
3.3 Indemnification and Exculpation. The CEO, the members of the Board,
-------------------------------
the members of the Administrative Committee, their agents and officers, and
employees of Boehringer shall be indemnified and held harmless by Boehringer
against and from any and all loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by them in connection with or resulting from
any claim, action, suit, or proceeding to which they may be a party or in which
they may be involved by reason of any action taken or failure to act under this
Plan and against and from any and all amounts paid by them in settlement (with
Boehringer's written approval) or paid by them in satisfaction of a judgement
in any such action, suit, or proceeding. The foregoing provision shall not be
applicable to any person
-8-
<PAGE>
if the loss, cost, liability, or expense is due to such person's gross
negligence or willful misconduct.
3.4 Self Interest. A member of the Administrative Committee who is also a
-------------
Participant shall not vote on any question relating specifically to himself. The
CEO shall not exercise any discretionary authority under the Plan on any
question relating specifically to himself.
Article IV. Participation
-------------------------
4.1 Participation. Participants in the Plan shall be selected by the CEO
-------------
or the Board from senior executives of Boehringer. Selections will be based upon
the CEO's or the Board's determination of the past, present, and expected future
contributions by executives to the long-term performance and growth of
Boehringer. Executives selected by the CEO or the Board must accept
participation in the Plan by written notice to the Administrative Committee. As
a condition of participation in the Plan, candidates for participation shall be
required to execute such other documents and agreements and to agree to such
other conditions as the Administrative Committee may impose.
4.2 Other Retirement Income.
-----------------------
(a) Executives who agree to participate also agree to submit a complete
description of their Other Retirement Income, as defined in this Plan, at the
time they accept participation and to update the description of Other Retirement
Income at the beginning of each Fiscal Year. Foreign source income includable in
Other Retirement Income will be translated into United States dollars using the
rate of exchange accepted by the Internal Revenue Service for the preceding tax
year. Upon Boehringer's written request, the Participant agrees to submit the
last full year tax return filed with the Internal Revenue Service to the outside
auditor of Boehringer's choice, in order to verify the Other Retirement Income
reported by the Participant.
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<PAGE>
(b) A Participant who has received or receives a distribution in any form
(including a lump sum payment) under a non-Boehringer retirement plan
will report that amount as Other Retirement Income.
(c) The final determination of the exact amount of Other Retirement Income
shall be made by the Administrative Committee and shall be binding upon
all Participants.
Article V. Benefits
-------------------
5.1 Retirement Benefits.
-------------------
(a) A Participant who attains his Normal Retirement Date while employed by
Boehringer shall be eligible to receive Supplemental Retirement Benefits
under the Plan. The Supplemental Retirement Benefits will begin as soon
as practical following the date of the Participant's Normal Retirement.
A Participant's Supplemental Retirement Benefit will be an annual
amount, payable for the Participant's lifetime, equal to--
(1) 60 percent of the Participant's Final Average Boehringer Income,
reduced by
(2) the sum of the Participant's Other Retirement Income, the
benefit payable to the Participant under the RIP Plan and any
benefit payable to the Participant under any defined benefit
retirement arrangement maintained by Corange or by any non-
United States based affiliate of Corange.
(b) A Participant who attains his Early Retirement Date while employed by
Boehringer and retires before his Normal Retirement Date shall be
eligible to receive Supplemental Early Retirement Benefits under the
Plan. The Supplemental Early Retirement Benefits will begin as soon as
practical following the Participant's Early Retirement. Except as
adjusted below, a Participant's Supplemental Early Retirement Benefits
will be an annual amount computed in the same manner as Supplemental
Retirement Benefits
-10-
<PAGE>
under subsection (a). The following calculations shall be applied in
determining the Supplemental Early Retirement Benefit:
(i) The amount determined in section 5.1(a)(1) (before the application of
the offset in section 5.1(a)(2)) shall be reduced to reflect the
early commencement of the Benefit. The reduction for early
commencement shall be .25 percent for each of the first 60 months and
.41667 percent for each of the next 60 months (if any), that
commencement of the Supplemental Early Retirement Benefits precedes
the Participant's Normal Retirement Date.
(ii) Additionally, if the Participant entered the Plan after January 1,
1992 and has completed fewer than ten complete years of service with
Boehringer, his Supplemental Early Retirement Benefit (after
reduction for early commencement) will be further reduced. The
reduction shall be .41667 percent for each whole or fractional month
that the Participant's years of service are less than ten years. This
service reduction (in addition to the early commencement reduction)
shall be applied to the amount determined under section 5.1(a)(1)
before the application of the offset in section 5.1(a)(2), but after
the application of the reduction in paragraph (i).
(iii) Instead of the reductions described in paragraph (ii), if the
Participant entered the Plan before January 1, 1992 and has completed
fewer than five complete years of service with Boehringer, his
Supplemental Early Retirement Benefit (after reduction for early
commencement) will be further reduced. The reduction shall be .833
percent for each whole or fractional month that the Participant's
years of service are less than five years, and this service reduction
(in addition to the early commencement reduction) shall be applied to
the amount determined under section 5.1(a)(1) before the application
of the offset in section 5.1(a)(2), but after the application of the
reduction in paragraph (i).
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<PAGE>
(c) A Participant who incurs a Disability while employed by Boehringer shall be
eligible to receive Supplemental Disability Retirement Benefits under the
Plan if the Participant completed five years of service with Boehringer or
attained age 60 prior to the Participant's Disability Retirement Date. If a
Participant is not enrolled in the Long-Term Disability Plan, the
Participant shall receive no Supplemental Disability Retirement Benefits
under this Plan. The Supplemental Disability Retirement Benefits will begin
as soon as practical following the Participant's Disability Retirement
Date. A Participant's Supplemental Disability Retirement Benefit will be an
annual amount, payable for the Participant's lifetime, equal to--
(1) 60 percent of the Participant's Final Average Boehringer Income,
reduced by
(2) the sum of--
(A) the amount the Participant would be eligible to receive under
the Long-Term Disability Plan (assuming the Participant
selected the highest level of coverage available under such
Plan), plus
(B) the sum of the Participant's Other Retirement Income and the
benefit payable to the Participant under the RIP Plan.
The Participant's Supplemental Disability Retirement Benefit will not be
reduced to reflect commencement thereof before the Participant's Normal
Retirement Date or the Participant's failure to complete five years of
service with Boehringer. If a Participant recovers from a Disability, his
Supplemental Disability Retirement Benefits shall cease. Upon his
subsequent Retirement or other termination of employment, he shall receive
a benefit pursuant to the remaining provisions of this Plan, to the extent
that he has satisfied the Plan requirements for such Benefits.
5.2 Death Benefits.
--------------
(a) The Surviving Spouse of a participant will be eligible to receive a
death benefit under this section 5.2(a) if the Participant dies while
employed by Boehringer and prior to the commencement of benefits under
section 5.1, but
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<PAGE>
after either (1) completing five years of service with Boehringer or (2)
attaining age 60. The amount of such benefit will be annual amount equal to
50 percent of the annual amount of Supplemental Retirement Benefits which
would have been payable to the Participant, based on his Boehringer Income
at his death, if the Participant had retired on his Normal Retirement Date
and been entitled to receive benefits under section 5.1(a). Such payments
will begin on the first day of the month next following the date of the
Participant's death.
(b) The Surviving Spouse of a Participant will be eligible to receive a death
benefit under this section 5.2(b) if the Participant dies after the
commencement of Benefits under section 5.1 or 5.3. The amount of such
benefit will be an annual amount equal to 50 percent of the annual amount
of the Benefits payable to the Participant during his lifetime; provided,
however, that for purposes of determining the amount of death benefit
payable, the Benefits payable during the Participant's lifetime shall be
recalculated by excluding from Other Retirement Income any primary Social
Security benefit payable to the Surviving Spouse by reason of the
Participant's death and by including any payments to the Surviving Spouse
under the Long-Term Disability Plan. Such payments will begin on the first
day of the month next following the date of the Participant's death.
(c) The Surviving Spouse of a Participant will be eligible to receive a death
benefit under this section 5.2(c) if the Participant dies after
termination of employment with Boehringer and prior to the commencement of
Supplemental Deferred Vested Benefits under section 5.3, but after
completing ten years of service with Boehringer (five years if the
Participant entered the Plan before January 1, 1992). The amount of such
benefit will be an annual amount equal to 50 percent of the annual amount
of Supplemental Deferred Vested Benefits which would have been available to
the Participant under section 5.3 on the first day of the month next
following the Participant's sixty-fifth birthday. Such payments will begin
on the first day of the month
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<PAGE>
next following the date the Participant would have attained his
sixty-fifth birthday.
(d) Payments under this section will be continued to the Surviving Spouse
until the Surviving Spouse's death.
5.3 Supplemental Deferred Vested Benefits. A Participant whose Employment
-------------------------------------
with Boehringer is terminated after completing ten years of service with
Boehringer (five years if the Participant entered the Plan before
January 1, 1992) but before becoming eligible for Supplemental Retirement
Benefits or Supplemental Early Retirement Benefits shall be eligible to receive
Supplemental Deferred Vested Benefits under the Plan. The Supplemental Deferred
Vested Benefits will begin on the first day of the month coincident with or next
following the Participant's sixty-fifth birthday. A Participant's Supplemental
Deferred Vested Benefits will be an annual amount computed in the same manner as
Supplemental Retirement Benefits under section 5.1(a), based on his Final
Average Boehringer Income at his termination of employment and his projected age
65 Other Retirement Income and benefit under the RIP Plan.
5.4 Commencement of Payments.
------------------------
(a) Except as otherwise specified in this section 5.4, benefits payable
under sections 5.1, 5.2, and 5.3 will commence on the dates specified
therein.
(b) A Participant eligible for a benefit under 5.3 or a Surviving Spouse
eligible for a benefit under section 5.2(c) may request earlier
commencement of such benefit. The Administrative Committee may allow
Benefits payable with respect to the Participant or survivors spouse
to commence at any time after the Participant attains (or would have
attained) age 55.
(c) The Administrative Committee may grant early commencement of benefits
upon the written petition of the Participant or, if the Participant
is deceased, the Participant's Surviving Spouse. The approval or
denial of such petition shall be in the sole discretion of the
Administrative Committee. However, such petition may not be approved
unless the Participant, or Surviving Spouse,
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<PAGE>
can demonstrate either (1) proof of financial need, (2) that such
payment is in the best interest of Boehringer, or (3) that such
payment will not result in a significant financial detriment to
Boehringer. If benefits commence early under this section, they shall
be reduced to reflect the early commencement thereof and shall be the
Actuarial Equivalent of the Benefits otherwise payable under the
Plan.
5.5 Form of Payments.
----------------
(a) Benefit payments under the Plan shall normally be made for the life
of the Participant and his Surviving Spouse, as described elsewhere
in this Article V. However, upon the written petition of the
Participant (or the Participant's Surviving Spouse if the Participant
is dead), the Administrative Committee may provide for all or any
part of the benefits payable with respect to a Participant to be made
in a single lump sum payment. The approval or denial of such petition
shall be in the sole discretion of the Administrative Committee;
provided, however, such petition may not be approved unless the
Participant (or Surviving Spouse) can demonstrate either (1) proof of
financial need, (2) that such payment is in the best interest of
Boehringer, or (3) that such payment will not result in a significant
financial detriment to Boehringer. A Participant who requests a lump
sum payment as a condition of the Administrative Committee's
approval, shall execute such other documents and agreements as are
consistent with the terms of this Plan as the Administrative
Committee may impose.
(b) Lump sum payments under this section shall be the Actuarial
Equivalent of the Benefits payable with respect to the Participant.
5.6 Calculation of Offsets and Actuarial Equivalence.
------------------------------------------------
(a) The Administrative Committee is authorized to interpret the terms of
the Plan and calculate all Benefits payable under the Plan. Such
interpretations shall comply with the rules contained in this
section. Such calculations shall be made by, or with the guidance of,
the Independent Actuary. However,
-15-
<PAGE>
subsection (d) shall only apply to Participants who entered the Plan after
January 1, 1992.
(b) The offset under this Plant for a married Participant's Other Retirement
Income and under the RIP Plan shall be calculated as a 50 percent joint and
survivor annuity (with the Participant's Surviving Spouse as the contingent
annuitant) beginning at the later of (1) the Participant's Retirement Date
or (2) the earliest date that the Other Retirement Income or RIP payments
are available. The offset under this Plan for an unmarried Participant's
Other Retirement Income and under the RIP Plan shall be calculated as a
single life annuity beginning on the later of (A) the Participant's
Retirement Date or (B) the earliest date that the Other Retirement Income
or RIP Plan payments are available. Such annuities shall be the Actuarial
Equivalent of the amount of Other Retirement Income or the amount under
the RIP Plan actually payable (or paid) to the Participant.
(c) If a Participant (or his Surviving Spouse) is receiving payments under this
Plan in a lump sum-
(1) If the Participant's Other Retirement Income or benefit under the RIP
Plan is either maintained in an individually-maintained account or is
paid as a lump sum, then the offset for the Other Retirement Income or
the benefit under the RIP Plan (as applicable) shall be determined on
the basis of such account balance or lump sum as of the Retirement
Date.
(2) If the Participant's Other Retirement Income is maintained under a
defined benefit plan, then the offset for the Other Retirement Income
shall be determined as of the date payment of the lump sum under this
Plan is payable.
(d) If the payment of Other Retirement Income begins before the payment of
Benefits under this Plant, the offset for the Other Retirement Income shall
be based on the sum of (A) the amount of such Other Retirement Income
payments made when Benefits are payable under this Plan, and (B) the
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<PAGE>
annuity equivalent of all payments made before Benefits are payable
under this Plan, plus interest thereon. For purposes of this
subsection (d), interest on any payments of Other Retirement Income
shall be based on 120 percent of the interest rate used, by the
Pension Benefit Guaranty Corporation, for valuing immediate annuities
upon termination of defined benefit plans. The interest rate used
shall be based on such PBGC rates as in effect on the first day of
each Plan Year for the period between payment of the Other Retirement
Income and the commencement of Benefits under this Plan.
(e) For purposes of applying this section 5.6--
(1) If a benefit under this Plan is payable as a lump sum, a
Participant's primary Social Security benefit will be based on
the law in effect on his Retirement Date and will be determined
on the assumption that the maximum Social Security benefits
will increase at an annual rate equal to the Assumed Interest
Rate in effect at the date on which payment of a Participant's
Benefits commence, minus 200 basis points.
(2) If the benefit under this Plan is payable as an annuity
beginning before a participant's sixty-second birthday, the
Participant's primary Social Security benefit will equal the
maximum primary Social Security benefit based on the law in
effect on the later of the Participant's Retirement Date or
the Participant's sixty-second birthday.
(f) In calculating Disability retirement benefits under section 5.3, the
Social Security benefit used under paragraph (3) will be based on the
actual Social Security disability award to the Participant.
(g) The offset under this Plan for benefits under any defined retirement
arrangement maintained by Corange or any of its non-United States
based affiliates shall be calculated by the Administrative Committee,
in its sole discretion, consistent with Section 5.6(b) above.
(h) For purposes of Section 5.1(c) and Section 5.2(b), the offsets for
amounts payable under the Long-Term Disability Plan shall only be
effected for the
-17-
<PAGE>
calendar months in which amounts are actually payable under the
Long-Term Disability Plan.
5.7 Reductions for Certain Surviving Spouses. If a Surviving Spouse is
----------------------------------------
entitled to Benefits under this Article V, and if the Surviving Spouse is more
than ten years younger than the Participant, the amount otherwise payable to the
Surviving Spouse hereunder shall be reduced to reflect the actuarial value of
such age difference. The Surviving Spouse's benefit shall be reduced so that it
is the Actuarial Equivalent of the benefit payable to a Surviving Spouse who is
ten years younger than the Participant.
Article VI, Other Terminations of Employment
---------------------------------------------
6.1 Termination Before Five Years of Service. If a Participant's
----------------------------------------
Employment with Boehringer terminates for any reason other than Retirement,
death or Disability before the Participant completes ten years of service with
Boehringer (five years in the case of a Participant who entered the Plan before
January 1, 1992), the Participant (and his Surviving Spouse) will not be
entitled to any benefits under the Plan. If a Participant's Employment with
Boehringer terminates due to death or Disability, and before the Participant
completes five years of service with Boehringer or attains age 60, the
Participant (and his Surviving Spouse) will not be entitled to any benefits
under the Plan.
6.2 Termination for Cause. Notwithstanding anything to the contrary
---------------------
contained elsewhere in this Plan, any Participant whose employment is terminated
under circumstances that constitute Termination for Cause will not be entitled
to any benefits under the Plan. This provision shall apply without regard to
the Participant's age or years of Boehringer service at the time of such
termination.
Article VII, Noncompetition
---------------------------
7.1 Noncompetition. The Participant's right to receive Benefits provided
--------------
in this Plan and to have any Benefits paid to his Surviving Spouse under this
Plan are further conditioned upon the following terms and conditions:
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<PAGE>
(a) The Participant will not act, directly or indirectly, as a stockholder,
officer, director, employee, agent, sole proprietor, partner, or
consultant of, or otherwise participate in, any enterprise or organization
which is competitive with the then present business of Boehringer, as it
is now being conducted or may be conducted during the payment of Benefits
under the Plan. This does not include a financial interest in widely held
corporations which are quoted and sold on the open market, unless (1) the
amount held is in excess of 10 percent of the outstanding stock of that
corporation, or (2) the stock has a value representing more than 100
percent of the individual's personal net worth.
(b) The Particpant will not knowingly participate, directly or indirectly, in
the employment, solicitation for employment, or advice or recommendation
to any person or business entity that he or it employ, or solicit for
employment, any individual now or hereafter employed in other than an
hourly-paid capacity by Boehringer, including any dealer, distributor, or
independent contractor acting as an agent of Boehringer with respect to
the sale or distribution of products sold by Boehringer, without the prior
express written consent of Boehringer.
(c) The Participant will not solicit, contact, or communicate with any
physician, scientist, or other person who is or has been involved in the
development of Boehringer's products during the Participant's employment
with Boehringer concerning the development of products reasonably related
to the present business of Boehringer, as it is now being conducted or may
be conducted during the payment of Benefits under the Plan, without the
express prior written consent of Boehringer.
(d) The Participant will treat as confidential and will not, without prior
written authorization from Boehringer, directly or indirectly disclose to
any person, firm, association, or corporation, or use for Participant's
own benefit, any financial statements, information, plans, products, data,
results of tests or surveys, customer or supplier lists, or any other
trade secrets or confidential
-19-
<PAGE>
material or information regarding Boehringer, including any and all
information and instructions, technical or otherwise, obtained,
compiled, prepared, issued, or communicated for the use of Boehringer,
or any information concerning the present or future products,
processes or methods of operation of Boehringer, or information
concerning improvements or inventions or know-how relating to the same
or any part thereof, it being the intent of Boehringer to restrict
Participant from disseminating or using for Participant's own benefit
any information belonging directly or indirectly to Boehringer, or
agents which is not readily available to the general public.
(e) The Participant agrees to return to Boehringer all data, drawings,
prints, and other written information (including all copies thereof)
in the Participant's possession or under the Participant's control
which were prepared by or for the Participant or furnished Participant
by Boehringer or its subsidiaries, affiliates, employees, agents, or
consultants during the term of the Participant's employment by
Boehringer prior to termination.
(f) The participant will not, directly or indirectly, taken any action
which could or would interfere with, damage or destroy the goodwill
and reputation of Boehringer or any of its directors, officers,
employees, operations, or products.
Article VIII. Miscellaneous
---------------------------
8.1 Amendment and Termination. The CEO or the Board may at any time
-------------------------
terminate or amend the Plan in any respect. However, a termination or amendment
of the Plan shall not, without the written consent of the Participant reduce the
amount payable with respect to the Participant, based on-
(a) the Participant's Boehringer Income at the time the amendment is
adopted,
(b) the Plan provisions in effect at the time the amendment is adopted,
and
(c) the value of offsets for Other Retirement Income as determined when
Benefit payments under this Plan commence.
-20-
<PAGE>
8.2 Funding.
-------
(a) All benefits paid under the Plan shall be paid from the general assets
of Boehringer, except to the extent paid from any "grantor trust"
(under sections 671 through 677 of the Code) maintained by Boehringer
in connection with the Plan. Said trust is subject to the claims of
creditors of Boehringer in the event of its insolvency. This Plan
shall not be interpreted to provide any Participant or Surviving
Spouse with any secured interest or right to any assets of Boehringer,
and no Participant or Surviving Spouse shall acquire any interest
greater than that of an unsecured creditor.
(b) Boehringer shall make contributions to the trust no less often than
twice per year. The Administrative Committee shall ensure that
contributions are calculated using the guidance and methodology of
Financial Accounting Standards Board statement No. 87. The first
contribution required hereunder each year, to be made no later than
July 1 of such year, shall fund the annual cost for the Participants
on June 30 of such year. The second contribution required hereunder
will be made no later than December 31 of each year. The second
contribution shall fund the annual cost for individuals who become
Participants in this Plan between July 1 and December 31 of such year.
Boehringer may, in its sole discretion, make additional contributions
to the trust to fund benefits accrued under this Plan.
8.3 Tax Liability. Boehringer may withhold, or direct the withholding of,
-------------
from any payment of Benefits hereunder any taxes required to be withheld and
such sum as Boehringer may reasonably estimate to be necessary to cover any
taxes for which Boehringer may be liable and which may be assessed with regard
to such payment.
8.4 Assignment. The Participant may not assign, pledge, or otherwise
----------
transfer or encumber any of Participant's Benefits except as permitted by
agreement of the CEO or the Board.
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<PAGE>
8.5 Successors. The Plan and the rights and obligations of Boehringer
----------
hereunder shall be binding upon, and inure to the benefits of the Participants
and their Surviving Spouse only, and the successors and assigns of Boehringer.
8.6 Severability. In the event that any one or more of the provisions of this
------------
Plan shall be held to be invalid, illegal, or unenforceable, the validity,
legality, or enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
8.7 Nonuniform Determinations. The determinations of the CEO, the Board, or
-------------------------
the Administrative Committee under the Plan need not be uniform and may be made
selectively among Participants who receive, or are eligible to receive, Benefits
under the Plan, whether or not such Participants are similarly situated. Such
determination, however, may not result in payment to a Participant of an amount
that is less than the amount that is otherwise provided for under the terms of
this Plan. The Administrative Committee may, with the approval of the CEO on the
Board, waive the application of specific provisions of the Plan for individual
Participants. Such waivers may not adversely affect the Participant, and can be
granted only if the waiver will not have a material adverse economic or
competitive impact on the Plan or Boehringer.
8.8 Separation From Other Plans. Except as otherwise required by law, no
---------------------------
Benefits under the Plan shall be taken into account in determining any benefit
under any other pension, retirement, thrift, profit sharing, 401(k), group
insurance, or other benefit plan maintained or hereafter established by
Boehringer.
8.9 Effective Date. This Plan, as initially adopted, was effective January 1,
--------------
1985. The Plan, as restated herein, shall be effective January 1, 1993.
**********
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<PAGE>
IN WITNESS WHEREOF, BOEHRINGER MANNHEIM U.S. HOLDINGS, INC. has caused
this instrument to be executed by its duly a officers on this_____day of
____________, 1993, effective as of the first day of January, 1993.
BOEHRINGER MANNHEIMM U.S.
HOLDINGS, INC.
By______________________
ATTEST:
By__________________________
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<PAGE>
EXHIBIT A
Boehringer Mannheim U.S. Holdings, Inc.
Supplemental Retirement Plan (Plan No. 1)
Election Form
The undersigned, an employee of Boehringer Mannheim U.S. Holdings, Inc.
(including its subsidiaries and affiliates), having been selected by the CEO or
the Board of Directors of Boehringer Mannheim U.S. Holdings, Inc. to participate
in the Boehringer Mannheim U.S. Holdings, Inc. Supplemental Retirement Plan does
hereby acknowledge having read the Supplemental Retirement Plan (Plan No. 1),
prior to executing this Election Form, understanding the same and in
consideration of becoming a Participant under the Plan, agrees to be bound by
the terms and conditions of the Plan in all respect.
IN WITNESS WHEREOF, I have executed this Election Form to the Boehringer
Mannheim U.S. Holdings, Inc. Supplemental Retirement Plan (Plan No.1), effective
_____________________.
WITNESS: PARTICIPANT
___________________________________ ___________________________________
Signature
___________________________________
Printed or Typed Name
RECEIVED AND ACKNOWLEDGED:
BOEHRINGER MANNHEIM U.S.
HOLDINGS, INC.
By___________________________________
Signature
_____________________________________
_____________________________________
Printed or Typed Name and Title
Date_________________________________
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<PAGE>
EXHIBIT B
Boehringer Mannheim U.S. Holdings, Inc.
Supplemental Retirement Plan (Plan No. 1)
Acceptance Form
The undersigned, an employee of Boehringer Mannheim U.S. Holdings, Inc.
(including its subsidiaries and affiliates), having been selected by the CEO or
the Board of Directors of Boehringer Mannheim U.S. Holdings, Inc. to participate
in the Boehringer Mannheim U.S. Holdings, Inc. Supplemental Retirement Plan does
hereby acknowledge having read the Supplemental Retirement Plan (Plan No. 1)
(the "Plan"), as amended, prior to executing this Acceptance Form, understanding
the same.
In consideration of my continued participation in the Plan, I hereby agree to be
bound by the terms and conditions of the Plan, as amended and restated effective
January 1, 1993, in all respects. I also accept the benefits provided to me
under the terms of the Plan, as so amended, in lieu of all benefits provided to
me and my beneficiaries under the terms of the Plan, prior to said restatement,
and waive all rights and benefits that may have accrued to me under the terms of
the Plan prior to said restatement.
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<PAGE>
IN WITNESS WHEREOF, I have executed this Acceptance Form to the Boehringer
Mannheim U.S. Holdings, Inc. Supplemental Retirement Plan (Plan No. 1), as
restated effective January 1, 1993, this _______ day of _____________, 199__.
WITNESS: PARTICIPANT'S SPOUSE
_________________________________ ______________________________________
Signature
______________________________________
Printed or Typed Name
RECEIVED AND ACKNOWLEDGED:
BOEHRINGER MANNHEIM U.S.
HOLDINGS, INC.
By ______________________________
Signature
_________________________________
_________________________________
Printed or Typed Name and Title
Date ____________________________
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<PAGE>
Exhibit 10.24
BOEHRINGER MANNHEIM U.S. HOLDINGS, INC.
---------------------------------------
SUPPLEMENTAL RETIREMENT PLAN (PLAN NO. 2)
-----------------------------------------
(Established Effective as of January 1, 1993)
<PAGE>
8.3 Tax Liability ................................................... 31
8.4 Assignment ...................................................... 31
8.5 Successors ...................................................... 31
8.6 Severability .................................................... 32
8.7 Nonuniform Determinations ....................................... 32
8.8 Separation From Other Plans ..................................... 32
8.9 Effective Date .................................................. 32
EXHIBIT A ................................................................. 34
<PAGE>
BOEHRINGER MANNHEIM U.S. HOLDINGS, INC.
---------------------------------------
SUPPLEMENTAL RETIREMENT PLAN (PLAN NO.2)
----------------------------------------
(Established Effective as of January 1, 1991)
Article 1. Establishment of the Plan
------------------------------------
1.1 Establishment and Restatement. BOEHRINGER MANNHEIM U.S. HOLDINGS,
------------------------------
INC. ("Holding's") hereby establishes a supplemental benefits plan on behalf of
its subsidiaries and other affiliated corporations (collectively, "Boehringer").
Such plan was adopted effective January 1, 1991. Such plan is hereby amended and
restated effective January 1, 1993, and shall be known as the "Boehringer
Mannheim U.S. Holdings Inc. Suplemental Retirement Plan, Plan No. 2" (the
"Plan").
1.2 Purpose. The Plan is intended to ensure a competitive level of
--------
retirement benefits to a select group of senior executives of Boehringer, in
order to attract and retain talented executives.
Article II. Definitions and Construction
----------------------------------------
2.1 Definitions. Whenever the following terms are used in this Plan,
------------
they shall have the meaning specified unless a contrary intention is
specifically and clearly indicated.
(a) "Actuarial Equivalent" means a benefit having the same present
---------------------
value as the benefit it replaces. For puposes of establishing
actuarial equivalence, present value shall be determined on the
bases of the 1984-UP Mortality Table and the Assumed Interest Rate.
<PAGE>
(b) "Administrative Committee" means the committee of three persons
------------------------
designated to administer the Plan. The committee presently consists
of James A. Lent, Barry Simmonds, and Robert H. Reynolds.
(c) "Assumed Interest Rate" means a rate equal to 120 percent of the
----------------------
interest rate used, by the Pension Benefit Guaranty Corporation,
for valuing immediate annuities upon termination of defined benefit
plans. The Assumed Interest Rate used under the Plan during any
Fiscal Year shall be based on 120 percent of the PBGC rate in
effect on the first day of the month in which payment of a
Participant's Benefits will commence.
(d) "Benefits" means any amounts payable under the Plan as Supplemental
---------
Retirement Benefits, Supplemental Early Retirement Benefits,
Disability Retirement Benefits, Death Benefits, or Supplemental
Deferred Vested Benefits, to or on behalf of a Participant who has
met the requirements of the Plan for eligibility for such payments.
For the purpose of calculating a Participant's total service with
Boehringer, all service with any company(s) in the worldwide
Holdings group shall be included.
(e) "Board" means the Board of Directors of Holdings.
-----
(f) "Boehringer" means Holdings; however, references to "Boehringer"
-----------
shall also include (i) references to any subsidiary of Holdings and
any other entity which, together with Holdings, is a member of a
"controlled group" of corporations (as described in section 414(b)
of the Code), (ii) references to any other entity which has been
merged into or acquired by Holdings or by
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<PAGE>
any subsidiary of Holdings which is included in the Holding's
controlled group (as defined above) as long as the merged or
acquired entity was part of the same controlled group as Holdings
(or the Holdings subsidiary) in which it was merged or by which it
was acquired immediately prior to the merger or the acquisition,
and (iii) references to any successor entity resulting from a
merger or consolidation with Holdings or from the transfer of
substantially all of the assets of Holdings.
(g) "Boehringer Income" means the total amount of income, calculated in
-------------------
United States dollars, received by a Participant from Boehringer in
the form of base salary in a Fiscal Year. Boehringer Income shall
also include any Participant deferrals pursuant to a cash or
deferred arrangement under section 401(k) of the Code maintained by
Boehringer, any salary deferred under any nonqualified deferred
compensation arrangement maintained by Boehringer, and any amounts
excluded from wages by reason of any Participant election pursuant
to a cafeteria plan under section 125 of the Code maintained by
Boehringer. Boehringer Income shall not include any incentive
compensation provided by Boehringer to an employee.
(h) "CEO" means the Chief Executive Officer of Corange.
(i) "Code" means the Internal Revenue Code of 1986, as it may be
amended from time to time. Reference to a section of the Code shall
also include any comparable provision of the Code that supersedes
said section.
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<PAGE>
(j) "Corange" means Corange Limited, a Bermuda corporation.
---------
(k) "Death Benefits" means benefits payable to a Surviving Spouse upon the
----------------
death of a Participant pursuant to section 5.2.
(l) "Disability" means that because of injury or sickness a Participant
------------
cannot perform substantially all of the material duties of his position
as they existed immediately prior to such injury or sickness.
(m) "Disability Retirement Date" means the date upon which a Participant
----------------------------
ceases Employment as the result of a Disability.
(n) "Early Retirement" means Retirement by a Participant at any time on or
------------------
after the Participant's Early Retirement Date, but before his Normal
Retirement Date.
(o) "Early Retirement Date" means the date upon which a Participant retires
-----------------------
from Employment with Boehringer, at any time earlier than the
Participant's Normal Retirement Date and after the participant both
attains age 55 and completes five years of service.
(p) "Employment" means employment with Boehringer as determined by
------------
Boehringer. However, the Administrative Committee may (in its sole
discretion) treat any material diminution in a Participant's
responsibilities or any change from active, full-time status as
constituting a termination of Employment.
(q) "Final Average Boehringer Income" means the annual average of a
---------------------------------
Participant's Boehringer Income for the 36-month period ending on the
date
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<PAGE>
of the Participant's termination of Employment (by reason of Retirement
or otherwise) or the Participant's Disability. If a Participant completed
fewer than 36 months of service with Boehringer, his Final Average
Boehringer Income shall mean the Participant's annual average Boehringer
Income for his entire period of service with Boehringer.
(r) "Fiscal Year" means the fiscal year of Holdings, which is the calendar
-------------
year, unless changed by the Board.
(s) "Holdings" means Boehringer Mannheim U.S. Holdings, Inc., an Indiana
----------
corporation, or any successor corporation resulting from a merger or
consolidation with Holdings or transfer of substantially all of the
assets of Holdings.
(t) "Independent Actuary" means a person (or a firm of which he is a member)
---------------------
who is an "enrolled actuary" under the Employee Retirement Income
Security Act of 1974 ("ERISA") and who is chosen by the Administrative
Committee to assist in performing calculations under the Plan.
(u) "Long-Term Disability Plan" means any long-term disability plan
---------------------------
maintained by Boehringer and covering a Participant, including benefits
paid thereunder.
(v) "Normal Retirement" means Retirement by a Participant on or after the
-------------------
Participant's Normal Retirement Date.
(w) "Normal Retirement Date" means the last day of the Boehringer pay period
------------------------
immediately following a Participant's sixty-fifth birthday.
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<PAGE>
(x) "Other Retirement Income" means the total amount of annual retirement
-------------------------
income payable to a Participant, calculated in United States dollars, from
any employment source other than Boehringer. Other Retirement Income shall
include-
(1) any employer-provided benefits that a Participant is entitled to
receive (whether or not waived or deferred) from any plan that is a
qualified retirement plan under section 401(a) of the Code and that
is subject to the minimum funding requirements of section 412 of the
Code;
(2) any employer-derived benefits that a Participant is entitled to
receive (whether or not waived) under a defined benefit retirement
plan maintained outside of the United States;
(3) one-half of any primary Social Security benefits that a Participant
is entitled to receive (whether or not waived or deferred); and
(4) any benefits that a Participant is entitled to receive (whether or
not waived or deferred) under a program that is comparable to the
United States Social Security program and that is maintained by a
government other than the United States government.
In calculating any Death Benefits payable under section 5.2(a),
"Other Retirement Income" shall not include any primary Social
Security benefits under paragraph (3) or any benefits comparable to
Social Security benefits under paragraph (4).
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<PAGE>
(y) "Participant" means an employee of Boehringer selected to participate in
-------------
the Plan as described under section 4.1 and who has formally agreed to
participate in the Plan. An individual shall continue as a Participant
after his termination of Employment with Boehringer until all Benefits
payable hereunder with respect to the individual have been paid or
forfeited under the Plan. The word "Participant" shall not include any
references to the spouse of an employee or of a- former employee who
participates in the Plan.
(z) "Plan" means this Boehringer Mannheim U.S. Holdings, Inc. Supplemental
Retirement Plan (Plan No. 2).
(aa) "Retirement" means the total cessation of Employment for or on behalf of
-----------
Boehringer by a Participant after attaining age 55 and completing at
least five years of service with Boehringer or after attaining age 60.
(bb) "Retirement Date" means the date that a Participant begins receiving
-----------------
benefits under this Plan due to Retirement, Disability, or other
termination of Employment.
(cc) "RIP Plan" means the Boehringer Mannheim U.S. Holdings, Inc. Retirement
---------
Income Plan.
(dd) "Supplemental Deferred Vested Benefits" means Benefits payable pursuant
---------------------------------------
to section 5.3, to a Participant whose Employment has ceased for a
reason other than death, Disability, or Retirement and who is eligible
for a benefit pursuant to the other provisions of the Plan.
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<PAGE>
(ee) "Supplemental Disability Retirement Benefits" means Benefits payable
--------------------------------------------
pursuant to section 5.1(c), to a Participant whose Employment has ceased
as a result of Disability.
(ff) "Supplemental Early Retirement Benefits" means reduced Benefits payable
---------------------------------------
pursuant to section 5.1(b), upon Early Retirement.
(gg) "Supplemental Retirement Benefits" means Benefits payable to a
---------------------------------
Participant who retires, pursuant to section 5.1(a).
(hh) "Surviving Spouse" means the legally married spouse of a Participant who
------------------
survives that Participant's death.
(ii) "Termination for Cause" means that a Participant's Employment with
-----------------------
Boehringer has terminated because the Participant engaged in a willful
or deliberate act of commission or omission which is injurious to the
finances or reputation of Boehringer. Termination for Cause shall
include, but is not limited to-
(1) Committing any material breach of this Plan, including, without
limitation, the provisions of Article VII regarding
noncompetition,
(2) Committing any dishonest, unethical, fraudulent, or felonious act
either in respect to duties to Boehringer, or which results in
material damage to the business, reputation, or goodwill of
Boehringer,
(3) Gross negligence or intentional wrongdoing in connection with
employment, which has a substantial adverse effect on Boehringer,
its business, or reputation.
-8-
<PAGE>
(4) Prolonged unexcused absence from duties,
(5) Material breach of any employment or other agreement with
Boehringer, or
(6) Entering into unauthorized negotiations with any
organization which is competitive with the then present
business of Boehringer regarding the rendering of personal
services for such organization.
If a Participant resigns from Employment with Boehringer,
and the Administrative Committee determines that the
resignation was in anticipation of Termination for Cause,
the Participant's resignation shall be deemed a
Termination for Cause.
(jj) "Valuation Date" means the first day of the calendar year for
----------------
which a contribution is made.
2.2 Gender and Number. Except when otherwise indicated by the context,
-----------------
words in the masculine gender shall include the feminine and neuter genders; the
plural shall include the singular and the singular shall include the plural.
2.3 Employment Rights. Establishment of the Plan shall not be
------------------
construed to give any Participant the right to be retained in the employment of
Boehringer or to any benefits not specifically provided by the Plan.
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<PAGE>
2.4 Applicable Law. This Plan is fully exempt from Titles II, III and
--------------
IV of ERISA. The Plan shall be governed by and construed in accordance with
Title I of ERISA and the laws of the State of Indiana.
Article III. Administration
---------------------------
3.1 Administration.
---------------
(a) Except as specifically provided elsewhere in the Plan, the
Administrative Committee shall have all such powers as may be
necessary to carry out the provisions of the Plan and the
transaction of the Plan's business. Upon resignation or death of a
member of the Administrative Committee, the vacancy shall be
filled by the remaining members of the Administrative Committee.
If the remaining members of the Administrative Committee fail to
agree on a successor, or there are no remaining members, the
successor shall be selected, in writing, by at least two-thirds of
the Participants. If the Participants fail to agree on a
successor, the successor shall be selected by the CEO or the
Board.
(b) The Administrative Committee shall, at all times, consist of three
individuals; one of whom is a director of Holdings but who is not
an employee of Boehringer, one of whom is an employee of Corange
or Boehringer (but who is not a Participant), and one of whom is
either a Participant in the Plan or in another similar
supplemental plan maintained by Boehringer. In addition,
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<PAGE>
the Board may appoint a nonvoting Secretary to assist the
Administrative Committee in its work.
(c) The authority granted under this Article shall be subject to the
right of the Board to amend or terminate the Plan, as provided in
section 8.1.
3.2 Finality of Determination. The determination of the
--------------------------
Administrative Committee as to any disputed questions arising under this Plan,
including questions of construction and interpretation shall be final, binding,
and conclusive upon all persons; except where the right to make such
determination is reserved to the CEO or the Board.
3.3 Indemnification and Exculpation. The CEO, the members of the
-------------------------------
Board, the members of the Administrative Committee, their agents and officers,
and employees of Boehringer shall be indemnified and held harmless by Boehringer
against and from any and all loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by them in connection with or resulting from
any claim, action, suit, or proceeding to which they may be a party or in which
they may be involved by reason of any action taken or failure to act under this
Plan and against and from any and all amounts paid by them in settlement (with
Boehringer's written approval) or paid by them in satisfaction of a judgment in
any such action, suit, or proceeding. The foregoing provision shall not be
applicable to any person if the loss, cost, liability, or expense is due to such
person's gross negligence or willful misconduct.
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<PAGE>
3.4 Self Interest. A member of the Administrative Committee who is
-------------
also a Participant shall not vote on any question relating specifically to
himself. The CEO shall not exercise any discretionary authority under the Plan
on any question relating specifically to himself.
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<PAGE>
Article IV. Participation
-------------------------
4.1 Participation. Participants in the Plan shall be selected by the
-------------
CEO or the Board from senior executives of Boehringer. Selections will be based
upon the CEO's or the Board's determination of the past, present, and expected
future contributions by executives to the long-term performance and growth of
Boehringer. Executives selected by the CEO or the Board must accept
participation in the Plan by written notice to the Administrative Committee. As
a condition of participation in the Plan, candidates for participation shall be
required to execute such other documents and agreements and to agree to such
other conditions as the Administrative Committee may impose.
4.2 Other Retirement Income.
-----------------------
(a) Executives who agree to participate also agree to submit a complete
description of their Other Retirement Income, as defined in this
Plan, at the time they accept participation and to update the
description of Other Retirement Income at the beginning of each
Fiscal Year. Foreign source income includable in Other Retirement
Income will be translated into United States dollars using the rate
of exchange accepted by the Internal Revenue Service for the
preceding tax year. Upon Boehringer's written request, the
Participant agrees to submit the last full year tax return filed
with the Internal Revenue Service to the outside auditor of
Boehringer's choice, in order to verify the Other Retirement Income
reported by the Participant.
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<PAGE>
(b) A Participant who has received or receives a distribution in any form
(including a lump sum payment) under a non-Boehringer retirement plan will
report that amount as Other Retirement Income.
(c) The final determination of the exact amount of Other Retirement Income
shall be made by the Administrative Committee and shall be binding upon all
Participants.
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<PAGE>
Article V Benefits
------------------
5.1 Retirement Benefits.
-------------------
(a) A Participant who attains his Normal Retirement Date while employed by
Boehringer shall be eligible to receive Supplemental Retirement Benefits
under the Plan. The Supplemental Retirement Benefits will begin as soon as
practical following the date of the Participant's Normal Retirement. A
Participant's Supplemental Retirement Benefit will be an annual amount,
payable for the Participant's lifetime, equal to--
(1) 60 percent of the Participant's Final Average Boehringer Income,
reduced by
(2) the sum of the Participant's Other Retirement Income, the benefit
payable to the Participant under the RIP Plan and any benefit payable
to the Participant under any defined benefit retirement arrangement
maintained by Corange or by any non-United States based affiliate of
Corange.
(b) A Participant who attains his Early Retirement Date while employed by
Boehringer and retires before his Normal Retirement Date shall be eligible to
receive Supplemental Early Retirement Benefits under the Plan. The Supplemental
Early Retirement Benefits will begin as soon as practical following the
Participant's Early Retirement. Except as adjusted below, a Participant's
Supplemental Early Retirement Benefits will be an annual
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<PAGE>
amount computed in the same manner as Supplemental Retirement Benefits
under subsection (a). The following calculations shall be applied in
determining the Supplemental Early Retirement Benefit:
(i) The amount determined in section 5.1(a)(1) (before the
application of the offset in section 5.1(a)(2)) shall be reduced
to reflect the early commencement of the Benefit. The reduction
for early commencement shall be .25 percent for each of the first
60 months (if any), that commencement of the Supplemental Early
Retirement Benefits precedes the Participant's Normal Retirement
Date.
(ii) Additionally, if the Participant has completed fewer than ten
complete years of service with Boehringer, his Supplemental Early
Retirement Benefit (after reduction for early commencement) will
be further reduced. The reduction shall be .41667 percent for
each whole or fractional month that the Participant's years of
service are less than ten years. This service reduction (in
addition to the early commencement reduction) shall be applied to
the amount determined under section 5.1(a)(1) before the
application of the offset in section 5.1(a)(2), but after the
application of the reduction in paragraph(i).
(c) A Participant who incurs a Disability while employed by Boehringer
shall be eligible to receive Supplemental Disability Retirement
Benefits under the Plan if the Participant completed five
years of service with Boehringer or
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<PAGE>
attained age 60 prior to the Participant's Disability Retirement Date.
If a Participant is not enrolled in the Long-Term Disability Plan, the
Participant shall receive no Supplemental Disability Retirement
Benefits under this Plan. The Supplemental Disability Retirement
Benefits will begin as soon as practical following the Participant's
Disability Retirement Date. A Participant's Supplemental Disability
Retirement Benefit will be an annual amount, payable for the
Participant's lifetime, equal to-
(1) 60 percent of the Participant's Final Average Boehringer Income,
reduced by
(2) the sum of-
(A) the amount the Participant would be eligible to receive under the
Long-Term Disability Plan (assuming the Participant selected the
highest level of coverage available under such Plan), plus
(B) the sum of the Participant's Other Retirement Income and the
benefit payable to the Participant under the RIP Plan.
The Participant's Supplemental Disability Retirement Benefit will not be
reduced to reflect commencement thereof before the Participant's Normal
Retirement Date or the Participant's failure to complete five years of
service with Boehringer. If a Participant recovers from a Disability, his
Supplemental Disability Retirement Benefits shall cease. Upon his
subsequent Retirement or other termination of employment, he shall receive
a benefit pursuant to the remaining provisions of this Plan, to the extent
that he has satisfied the Plan requirements for such Benefits.
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<PAGE>
5.2 Death Benefits.
--------------
(a) The Surviving Spouse of a Participant will be eligible to receive a
death benefit under this section 5.2(a) if the Participant dies while
employed by Boehringer and prior to the commencement of benefits under
section 5.1, but after either (1) completing five years of service with
Boehringer or (2) attaining age 60. The amount of such benefit will be
an annual amount equal to 50 percent of the annual amount of
Supplemental Retirement Benefits which would have been payable to the
Participant, based on his Boehringer Income at his death, if the
Participant had retired on his Normal Retirement Date and been entitled
to receive benefits under section 5.1(a). Such payments will begin in
the first day of the month next following the date of the Participant's
death.
(b) The Surviving Spouse of a Participant will be eligible to receive a
death benefit under this section 5.2(b) if the Participant dies after
the commencement of Benefits under section 5.1 or 5.3. The amount of
such benefit will be an annual amount equal to 50 percent of the annual
amount of the Benefits payable to the Participant during his lifetime;
provided, however, that for purposes of determining the amount of death
benefit payable, the Benefits payable during the Participant's lifetime
shall be recalculated by excluding from Other Retirement Income any
primary Social Security benefit payable to the Surviving Spouse by
reason of the Participant's death and by including any payments to the
Surviving Spouse under the
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<PAGE>
Long-Term Disability Plan. Such payments will begin of the first day
of the month next following the date of the Participant's death.
(c) The Surviving Spouse of a Participant will be eligible to receive a
death benefit under this section 5.2(c) if the Participant dies after
termination of employment with Boehringer and prior to the
commencement of Supplemental Deferred Vested Benefits under Section
5.3, but after completing ten years of service with Boehringer. The
amount of such benefit will be an annual amount equal to 50 percent of
the annual amount of Supplemental Deferred Vested Benefits which would
have been payable to the Participant under section 5.3 on the first
day of the month next following the Participant's sixty-fifth
birthday. Such payments will begin on the first day of the month next
following the date the Participant would have attained his sixty-fifth
birthday.
(d) Payments under this section shall be continued to the Surviving Spouse
until the Surviving Spouse's death.
5.3 Supplemental Deferred Vested Benefits. A Participant whose Employment
-------------------------------------
with Boehringer is terminated after completing ten years of service with
Boehringer but before becoming eligible for Supplemental Retirement Benefits or
Supplemental Early Retirement Benefit shall be eligible to receive Supplemental
Deferred Vested Benefits under the Plan. The Supplemental Deferred Vested
Benefits will begin on the first day of the month coincident with or next
following the Participant's sixty-fifth birthday. A
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<PAGE>
Participant's Supplemental Deferred Vested Benefits will be an annual amount
computed in the same manner as Supplemental Retirement Benefits under section
5.1(a), based on his Final Average Boehringer Income at his termination of
employment and his projected age 65 Other Retirement Income and benefit under
the RIP Plan.
5.4 Commencement of Payments.
------------------------
(a) Except as otherwise specified in this section 5.4, benefits payable
under sections 5.1, 5.2, and 5.3 will commence on the dates specified
therein.
(b) A Participant eligible for a benefit under 5.3 or a Surviving Spouse
eligible for a benefit under section 5.2(c) may request earlier
commencement of such benefit. The Administrative Committee may allow
Benefits payable with respect to the Participant or survivors spouse
to commence at any time after the Participant attains (or would have
attained) age 55.
(c) The Administrative Committee may grant early commencement of benefits
upon the written petition of the Participant or, if the Participant is
deceased, the Participant's Surviving Spouse. The approval or denial
of such petition shall be in the sole discretion of the Administrative
Committee. However, such petition may not be approved unless the
Participant, or Surviving Spouse, can demonstrate either (1) proof of
financial need, (2) that such payment is in the best interest of
Boehringer, or (3) that such payment will not result in a significant
financial detriment to Boehringer. If benefits commence early under
this section, they shall be reduced to reflect the early commencement
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<PAGE>
thereof and shall be the Actuarial Equivalent of the Benefits
otherwise payable under the Plan.
5.5 Form of Payments.
-----------------
(a) Benefit payments under the Plan shall normally be made for the
life of the Participant and his Surviving Spouse, as described
elsewhere in this Article V. However, upon the written petition of
the Participant (or the Participant's Surviving Spouse if the
Participant is dead), the Administrative Committee may provide for
all or any part of the benefits payable with respect to a
Participant to be made in a single lump sum payment. The approval
or denial of such petition shall be in the sole discretion of the
Administrative Committee; provided, however, such petition may not
be approved unless the Participant (or Surviving Spouse) can
demonstrate either (1) proof of financial need, (2) that such
payment is in the best interest of Boehringer, or (3) that such
payment will not result in a significant financial detriment to
Boehringer. A Participant who requests a lump sum payment as a
condition of the Administrative Committee's approval, shall
execute such other documents and agreements as are consistent with
the terms of this Plan as the Administrative Committee may impose.
(b) Lump sum payments under this section shall be the Actuarial
Equivalent of the Benefits payable with respect to the
Participant.
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<PAGE>
5.6 Calculation of Offsets and Acutarial Equivalence.
-------------------------------------------------
(a) The Administrative Committee is authorized to interpret the terms of the
Plan and calculate all Benefits payable under the Plan. Such
interpretations shall comply with the rules contained in this section.
Such calculations shall be made by, or with the guidance of, the
Independent Actuary.
(b) The offset under this Plan for a married Participant's Other Retirement
Income and under the RIP Plan shall be calculated as a 50 percent joint
and survivor annuity (with the Participant's Surviving Spouse as the
contingent annuitant) beginning at the later of (1) the Participant's
Retirement Date or (2) the earliest date that the Other Retirement
Income or RIP payments are available. The offset under this Plan for an
unmarried Participant's Other Retirement Income and under the RIP Plan
shall be calculated as a single life annuity beginning on the later of
(A) the Participant's Retirement Date or (B) the earliest that the Other
Retirement Income or RIP Plan payments are available. Such annuities
shall be the Actuarial Equivalent of the amount of Other Retirement
Income or the amount under the RIP Plan actually payable (or paid) to
the Participant.
(c) If a Participant (or his Surviving Spouse) is receiving payments under
this Plan in a lump sum-
(1) If the Participant's Other Retirement Income or benefit under the
RIP Plan is either maintained in an individually-maintained
account or is paid as a lump sum, then the offset for the Other
Retirement Income
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<PAGE>
or the benefit under the RIP Plan (as applicable) shall be determined
on the basis of such account balance or lump sum as of the Retirement
Date.
(2) If the Participant's Other Retirement Income is maintained under a
defined benefit plan, then the offset for the Other Retirement Income
shall be determined as of the date payment of the lump sum under this
Plan is payable.
(d) If the payment of Other Retirement Income begins before the payment of
Benefits under this Plan, the offset for the Other Retirement Income shall
be based on the sum of (A) the amount of such Other Retirement Income
payments made when Benefits are payable under this Plan, and (B) the
annuity equivalent of all payments made before Benefits are payable under
this Plan, plus interest thereon. For purposes of this subsection (d),
interest on any payments of Other Retirement Income shall be based on 120
percent of the interest rate used, by the Pension Benefit Guaranty
Corporation, for valuing immediate annuities upon termination of defined
benefit plans. The interest rate used shall be based on such PBGC rates as
in effect on the first day of each Plan Year for the period between payment
of the Other Retirement Income and the commencement of Benefits under this
Plan.
(e) For purposes of applying this section 5.6--
(1) If a benefit under this Plan is payable as a lump sum, a Participant's
primary Social Security benefit will be based on the law in effect on
his
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<PAGE>
Retirement Date and will be determined on the assumption that the
maximum Social Security benefits will increase at an annual rate equal
to the Assumed Interest Rate in effect at the date on which payment of
a Participant's Benefits commence, minus 200 basis points.
(2) If a benefit under this Plan is payable as an annuity beginning before
a Participant's sixty-second birthday, the Participant's primary
Social Security benefit will equal the maximum primary Social Security
benefit based on the law in effect on the later of the Participant's
Retirement Date or the Participant's sixty-second birthday.
(f) In calculating Disability retirement benefits under section 5.3, the Social
Security benefit used under paragraph (3) will be based on the actual
Social Security disability award to the Participant.
(g) The offset under this Plan for benefits under any defined benefit
retirement arrangement maintained by Corange or any of its non-United
States based affiliates shall be calculated by the Administrative
Committee, in its sole discretion, consistent with Section 5.6(b) above.
(h) For purposes of Section 5.1(c) and Section 5.2(b), the offsets for amounts
payable under the Long-Term Disability Plan shall only be effected for the
calendar months in which amounts are actually payable under the Long-Term
Disability Plan.
-24-
<PAGE>
5.7 Reductions for Certain Surviving Spouses. If a Surviving Spouse is
----------------------------------------
entitled to Benefits under this Article V, and if the Surviving Spouse is more
than ten years younger than the Participant, the amount otherwise payable to the
Surviving Spouse hereunder shall be reduced to reflect the actuarial value of
such age difference. The Surviving Spouse's benefit shall be reduced so that it
is the Actuarial Equivalent of the benefit payable to a Surviving Spouse who is
ten years younger than the Participant.
-25-
<PAGE>
Article VI. Other Terminations of Employment
--------------------------------------------
6.1 Termination Before Five Years of Service. If a Participant's
----------------------------------------
Employment with Boehringer terminates for any reason other than Retirement,
death or Disability before the Participant completes ten years of service with
Boehringer, the Participant (and his Surviving Spouse) will not be entitled to
any benefits under the Plan. If a Participant's Employment with Boehringer
terminates due to death or Disability, and before the Participant completes five
years of service with Boehringer or attains age 60, the Participant (and his
Surviving Spouse) will not be entitled to any benefits under the Plan.
6.2 Termination for Cause. Notwithstanding anything to the contrary
---------------------
contained elsewhere in this Plan, any Participant whose employment is terminated
under circumstances that constitute Termination for Cause will not be entitled
to any benefits under the Plan. This provision shall apply without regard to
the Participant's age or years of Boehringer service at the time of such
termination.
-26-
<PAGE>
Article VII. Noncompetition
----------------------------
7.1 Noncompetition. The Participant's right to receive Benefits provided
--------------
in this Plan and to have any Benefits paid to his Surviving Spouse under this
Plan are further conditioned upon the following terms and conditions:
(a) The Participant will not act, directly or indirectly, as a
stockholder, officer, director, employee, agent, sole proprietor,
partner, or consultant of, or otherwise participate in, any enterprise
or organization which is competitive with the then present business of
Boehringer, as it is now being conducted or may be conducted during
the payment of Benefits under the Plan. This does not include a
financial interest in widely held corporations which are quoted and
sold on the open market, unless (1) the amount held is in excess of 10
percent of the outstanding stock of that corporation, or (2) the stock
has a value representing more than 100 percent of the individual's
personal net worth.
(b) The Participant will not knowingly participate, directly or
indirectly, in the employment, solicitation for employment, or advice
or recommendation to any person or business entity that he or it
employ, or solicit for employment, any individual now or hereafter
employed in other than an hourly-paid capacity by Boehringer,
including any dealer, distributor, or independent contractor acting as
an agent of Boehringer with respect to the sale or distribution of
-27-
<PAGE>
products sold by Boehringer, without the prior express written consent of
Boehringer.
(c) The Participant will not solicit, contact, or communicate with any
physician, scientist, or other person who is or has been involved in the
development of Boehringer's products during the Participant's employment
with Boehringer concerning the development of products reasonably related
to the present business of Boehringer, as it is now being conducted or may
be conducted during the payment of Benefits under the Plan without the
express prior written consent of Boehringer.
(d) The Participant will treat as confidential and will not, without prior
written authorization from Boehringer, directly or indirectly disclose to
any person, firm, association, or corporation, or use for Participant's own
benefit, any financial statements, information, plans, products, data,
results of tests or surveys, customer or supplier lists,or any other trade
secrets or confidential material or information regarding Boehringer,
including any and all information and instructions, technical or otherwise,
obtained, compiled, prepared, issued, or communicated for the use of
Boehringer, or any information concerning the present or future products,
processes or methods of operation of Boehringer, or information concerning
improvements or inventions or know-how relating to the same or any part
thereof, it being the intent of Boehringer to resist Participant from
dissemination or using for
-28-
<PAGE>
Participant's own benefit any information belonging directly or
indirectly to Boehringer, or agents which is not readily available to
the general public.
(e) The Participant agrees to return to Boehringer all data, drawings,
prints, and other written information (including all copies thereof)
in the Participant's possession or under the Participant's control
which were prepared by or for the Participant or furnished
Participant to Boehringer or its subsidiaries, affiliates, employees,
agents, or consultants during the term of the Participant's
employment by Boehringer prior to termination.
(f) The Participant will not, directly or indirectly, taken any action
which could or would interfere with, damage, or destroy the goodwill
and reputation of Boehringer or any of its directors, officers,
employees, operations, or products.
-29-
<PAGE>
Article VIII. Miscellaneous
---------------------------
8.1 Amendment and Termination. The CEO or the Board may at any time
-------------------------
terminate or amend the Plan in any respect. However, a termination or amendment
of the Plan shall not, without the written consent of the Participant reduce the
amount payable with respect to the Participant, based on-
(a) the Participant's Boehringer Income at the time the amendment is
adopted,
(b) the Plan provisions in effect at the time the amendment is adopted,
and
(c) the value of offsets for Other Retirement Income as determined when
Benefit payments under this Plan commence.
8.2 Funding.
-------
(a) All benefits paid under the Plan shall be paid from the general
assets of Boehringer, except to the extent paid from any "grantor
trust" (under sections 671 through 677 of the Code) maintained by
Boehringer in connection with the Plan. Said trust is subject to the
claims of creditors of Boehringer in the event of its insolvency.
This Plan shall not be interpreted to provide any Participant or
Surviving Spouse with any secured interest or right to any assets of
Boehringer, and no Participant or Surviving Spouse shall acquire any
interest greater than that of an unsecured creditor.
(b) Boehringer shall make contributions to the trust no less often than
twice per year. The Administrative Committee shall ensure that
contributions are
-30-
<PAGE>
calculated using the guidance and methodology of Financial
Accounting Standards Board statement No.87. The first contribution
required hereunder each year, to be made no later than July 1 of
such year, shall fund the annual cost for Participants on June 30
of such year. The second contribution required hereunder will be
made no later than December 31 of each year. The second
contribution shall fund the annual cost for individuals who become
Participants in this Plan between July 1 and December 31 of such
year. Boehringer may, in its sole discretion, make additional
contributions to the trust to fund benefits accrued under this
Plan.
8.3 Tax Liability. Boehringer may withhold, or direct the withholding
-------------
of, from any payment of Benefits hereunder any taxes required to
be withheld and such sum as Boehringer may reasonably estimate to
be necessary to cover any taxes for which Boehringer may be liable
and which may be assessed with regard to such payment.
8.4 Assignment. The Participant may not assign, pledge, or otherwise
----------
transfer or encumber any of Participant's Benefits except as
permitted by agreement of the CEO or the Board.
8.5 Successors. The Plan and the rights and obligations of Boehringer
----------
hereunder shall be binding upon, and inure to the benefits of the
Participants and their Surviving Spouse only, and the successors
and assigns of Boehringer.
-31-
<PAGE>
8.6 Severability. In the event that any one or more of the provisions
------------
of this Plan shall be held to be invalid, illegal, or unenforceable, the
validity, legality, or enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
8.7 Nonuniform Determinations. The determinations of the CEO, the
-------------------------
Board, or the Administrative Committee under the Plan need not be uniform and
may be made selectively among Participants who receive, or are eligible to
receive, Benefits under the Plan, whether or not such participants are similarly
situated. Such determinations, however, may not result in payment to a
Participant of an amount that is less than the amount that is otherwise provided
for under the terms of this Plan. The Administrative Committee may, with the
approval of the CEO or the Board, waive the application of specific provisions
of the Plan for individual Participants. Such waivers may not adversely affect
the Participant, and can be granted only if the waiver will not have a material
adverse economic or competitive impact on the Plan or Boehringer.
8.8 Separation From Other Plans. Except as otherwise required by law,
---------------------------
no Benefits under the Plan shall be taken into account in determining any
benefit under any other pension, retirement, thrift, profit sharing, 401(k),
group insurance, or other benefit plan maintained or hereafter established by
Boehringer.
8.9 Effective Date. This plan, as initially adopted, was effective
--------------
January 1, 1991. The Plan as restated shall be effective January 1, 1993.
-32-
<PAGE>
***************
IN WITNESS WHEREOF, BOEHRINGER MANNHEIM U.S. HOLDINGS, INC. has caused this
instrument to be executed by its duly authorized officers on this _____ day of
_______________, 1993, effective as of the 1st day of January 1993.
BOEHRINGER MANNHEIM
U.S. HOLDINGS, INC.
ATTEST:
By ____________________________
By ________________________________
-33-
<PAGE>
EXHIBIT A
Boehringer Mannheim U.S. Holdings, Inc.
Supplemental Retirement Plan (Plan No.2)
Election Form
The undersigned, an employee of Boehringer Mannheim U.S. Holdings, Inc.
(including its subsidiaries and affiliates), having been selected by the CEO or
Board of Directors of Boehringer Mannheim U.S. Holdings, Inc. to participate in
the Boehringer Mannheim Holdings, Inc. Supplemental Retirement Plan (Plan No. 2)
does hereby acknowledge having read the Supplemental Retirement Plan, prior to
executing this Election Form, understanding the same and in consideration of
becoming a Participant under the Plan, agrees to be the terms and conditions of
the Plan in all respect.
IN WITNESS WHEREOF, I have executed this Election Form to the Boehringer
Mannheim U.S. Holdings, Inc. Supplemental Retirement Plan (Plan No. 2),
effective ____________________.
WITNESS: PARTICIPANT
_________________________ ______________________________
Signature
______________________________
Printed or Typed Name
-34-
<PAGE>
Exhibit 10.25
DATED 01 JULY 1993
--------------------
DEPUY INTERNATIONAL LIMITED
---------------------------
- and -
GEORGE TAYLOR SEWARD
- and -
OTHERS.
<PAGE>
THIS TRUST DEED is made the FIRST day of JULY 1993 BETWEEN DEPUY INTERNATIONAL
LIMITED whose registered office is situated at St. Anthony's Road Beeston Leads
West Yorkshire LS11 8DT (hereinafter called "the Principal Employer") of the
first part and GEORGE TAYLOR SEWARD, THOMAS OBERHAUSEN, CHRISTOPHER MICHAEL
THRUSH (hereinafter together called "the Trustees") of the second part
WHEREAS THE Principal Employer is empowered and has resolved to establish and
maintain a retirement benefits scheme with the object of providing relevant
benefits as defined in Section 612 (1) of the Income and Corporation Taxes Act
1988 for employees and ex-employees of the Employers defined in clause 2(2)
hereof and for dependents of those employees and ex-employees
NOW THIS DEED WITNESSES as follows -
1. (1) The retirement benefits scheme hereinbefore mentioned and known as
DEPUY EXECUTIVE RETIREMENT BENEFITS SCHEME (hereinafter called "the
Scheme") is hereby constituted and established as a sponsored
superannuation scheme (as defined in Section 624 of the Income and
Corporation Taxes Act 1988) under irrevocable trusts with effect from
7 SEPTEMBER 1992 (hereinafter called "the Commencement Date") and the
perpetuity period applicable to the trusts herein declared shall be
80 years from the commencement date or such longer period as may be
or become lawful
1
<PAGE>
(2) The Principal Employer hereby appoints the Trustees to be the trustees
for the time being of the scheme PROVIDED THAT the expression
"Trustees" shall hereinafter mean the Trustee or other the trustee or
trustees for the time being hereof appointed in accordance with clause
3(1) hereof
(3) The Principal Employer shall within 24 months of the Commencement Date
or such longer period as the Trustees may allow bring into effect
rules (hereinafter called the Rules) which shall further define the
provisions of the Scheme and until the bringing into effect of the
Rules (i) such provisions of any written explanations of the Scheme
issued or to be issued to members referred to in clause 2(4) hereof as
are not overridden by or inconsistent with this Deed shall be read as
one herewith and (ii) any reference hereafter in this Deed to the
Rules shall be a reference to the appropriate provisions of such
explanations
2. (1) The Scheme shall be administered in accordance with the provisions
hereof and the requirements of section 63 (preservation of benefits)
of the Social Security Act 1973 insofar as those requirements apply to
the Scheme and Schedule 16 thereto Part IV (equal access to
occupational pension schemes) or the Social Security Pensions Act of
1975
2
<PAGE>
(2) The Principal Employer and any subsidiary or holding company (within
the meaning of section 736 of the Companies Act 1985) of or any
employer otherwise associated with the Principal Employer which on
executing a deed whereby it agrees to be bound by the provisions of
the Scheme is admitted by the Principal Employer with the consent of
the Trustees to participation in the Scheme shall constitute the
employers (hereinafter called "the Employers") for the purposes of
this Deed and the Rules are the employer (hereinafter called "the
Employer") of a member shall be such of the Employers by which or whom
the member is for the time being employed or if such employment has
terminated by which or whom the member was employed immediately prior
to such termination and in any case where an Employer has acquired all
or part of the business of any other person or body corporate the
Employer which made such acquisition shall for the purposes of the
Scheme be regarded as the Employer of those persons previously engaged
as employees of the relevant business so acquired in respect of whom
benefits are to be paid under the Scheme.
(3) The Principal Employer shall have the power exercisable with the
consent of the Trustees to appoint from time to time any insurance
company (hereinafter called "Insurance Company") for the purposes of
the Scheme PROVIDED THAT it is an insurance company which is
incorporated in the United Kingdom and to which Part II of the
Insurance Companies Act 1982 applies and which is authorised by or
under Section 3 or 4 of that Act to transact ordinary long term
insurance business as therein defined
3
<PAGE>
(4) Employees (including any directors) of the Employers who satisfy
the conditions of eligibility for membership of the Scheme shall
be entitled to become members of the Scheme at such times as they
choose and to cease to be members thereafter at times of their own
choosing provided that no person who has at his own option ceased
to be a Member while satisfying the conditions of eligibility for
membership shall be readmitted to membership of the Scheme without
the prior consent of the Principal Employer and Trustees
(5) No person having a beneficial interest in the Scheme shall assign
or charge that interest or any part of it except in a manner set
out herein or in the Rules and should he attempt to do so he shall
cease to have such interest and the Trustees shall apply any
moneys to which the person would otherwise have been or become
entitled for the maintenance or otherwise for the support or
benefit of that person and of such of those persons (excluding
charities, societies, clubs and similar organizations) to whom the
Trustees could have paid benefit under Clause 6(1) hereof arising
on that person's death had the person died immediately prior to
such attempted assignment or any of them as the Trustees in their
absolute discretion think fit, but in no circumstances shall any
payment be made to a purported assignee
3. (1) Appointment, Removal and Resignation of Trustees
------------------------------------------------
The Principal Employer may:
(i) by deed remove from office any Trustee
4
<PAGE>
(ii) by deed appoint, (without limit as to number) one or more
new or additional Trustees in place of or in the addition
to any Trustee who for any reason ceases to be a trustee,
and
(iii) by notice in writing to any Trustee remove that Trustee
from office with effect from the date of that notice (but
the Principal Employer shall execute a deed confirming that
removal with effect from the date of that notice at the
next convenient opportunity).
(2) Retirement of Trustees
----------------------
Any Trustee may at any time by not less than one month's notice in
writing (or such shorter notice as the Principal Employer may
accept) given to the Principal Employer and the remaining Trustees
(if any) retire from office. At the expiry of such notice such
Trustee shall cease to be a Trustee and the Principal Employer and
the continuing Trustees (if any) shall execute such documents and
do such things as may be necessary to give proper effect to his
retirement.
(3) Subject to subclause (8) of this Clause the Trustees shall be
entitled to such remuneration (if any) as they may from time to
time agree with the Principal Employer
(4) The Trustees shall have power to obtain such expert advice as they
think necessary in order to carry out their duties hereunder and
where they are required under the Deed or the Rules to act on
actuarial advice they shall obtain such advice from any Fellow of
5
<PAGE>
the Institute of Actuaries or Faculty of Actuaries in Scotland or
a firm of actuaries so qualified or the Insurance Company
(5) The Trustees shall have power to employ such agents as they think
necessary in the transaction of any business as Trustees and any
valid receipt given to such agents in the course of such
employment shall be a good and sufficient discharge to the
Trustees and in particular (but without prejudice to the
generality of the foregoing provision) the Trustees may appoint
one or more investment managers to any one or more of whom they
may delegate all or any of the powers vested in them by virtue of
clause 4 (2) hereof
(6) If and so long as any of the Trustees are individuals the Trustees
shall
(a) exercise their powers by resolution passed at meetings
whereat the quarum shall be two and any Trustee unable to
attend may appoint another Trustee to represent him
(b) have the power to delegate any or all of their duties to any
one or more of their number and in particular any two of the
Trustees may on behalf of them all sign any documents (other
than deeds) that they are required to sign in the discharge
of their duties
(c) save as provided by (a) and (b) of this subclause make
written regulations (including where they so wish regulations
for the appointment of a chairman and a
6
<PAGE>
secretary) for the conduct of their meetings and the management of
their business
(7) If any of the Trustees is a corporation it shall in the discharge of its
duties and in the exercise of its power act by its officers and employees
duly appointed in that behalf
(8) All costs charges and expenses arising in connection with the establishment
administration and management of the Scheme in any year or otherwise duly
charged or incurred by the Trustees or the Committee in the discharge of
their duties hereunder shall be paid by the Employers in such proportions
as they shall agree PROVIDED THAT the Principal Employer may after
obtaining actuarial advice direct that any such costs charges and expenses
shall be charged on the assets of the Scheme be paid therefrom.
(9) A Trustee shall not be responsible, chargeable or liable in any manner
whatsoever except -
(a) for his fraud or deliberate and culpable disregard of the interests of
the Beneficiaries and
(b) in the case of a Trustee engaged in the business of providing a
trustee service for a fee, for his negligence
(10) The Trustee shall be entitled to all the indemnities conferred on trustees
by law but without prejudice to the foregoing
7
<PAGE>
generality the Trustees shall be indemnified by the Employers against
all liabilities incurred by the Trustees in the execution of the trusts
and the management and administration of the Scheme (other than any
liability arising from matters referred to in (a) and (b) of sub-clause
(9) of this Clause) and shall to the extent that the Employers fail to
indemnify them as aforesaid be indemnified in respect thereof (except as
hereinbefore excepted) out of the assets of the Scheme
(11) The decision of or the exercise of a power by the Trustees shall not be
invalidated or questioned on the ground that any of the Trustees:
(i) had a direct or indirect interest in the result of the decision
or the exercise of the power, or
(ii) without prejudice to the generality of (1):
- is a director or employee or shareholder of or is
otherwise interested in or connected with the Principal
Employer any Associated Company of the Principal Employer
or any other person or
- is a trustee of any other Retirement Benefits Scheme with
which the Trustees are dealing
8
<PAGE>
(12) (i) A Trustee who is a Beneficiary may retain all benefits and
exercise all rights to which he is entitled as a Beneficiary and
shall not be liable to account for any benefit which he obtains
from the Scheme.
(ii) A Trustee who is or becomes a director of, or a holder of any
other office or employment in any of the Employers may retain
any fees or remuneration received by him in connection with that
office or employment notwithstanding that his retention of or
appointment to the office or employment may be directly or
indirectly due to the exercise or non-exercise of any votes by
the Trustees
(13) (i) A Trustee shall not be precluded when acting on his own account
from acquiring holding or dealing with any securities of the
Principal Employer or from entering into or being interested in
any contract arrangement or other transaction with the Principal
Employer and shall not be liable in any manner whatsoever to
account to the Principal Employer or any Beneficiary for any
resulting profits made or benefits obtained
(ii) In this Clause (3) the words "Principal Employer" includes any
Associated Company of the Principal Employer and any other
company in which the Principal Employer or any Associated
Company of the Principal Employer is interested
9
<PAGE>
4. (1) The assets of the Scheme shall consist of the contributions payable in
accordance with clause 5 hereof any transfer value received by the
Trustees in accordance with clause 6(2) hereof any donations
subscriptions legacies and other monies received by the Trustees from
any other source and any investments and property for the time being
representing the foregoing sums and income therefrom or accretions
thereto and such assets shall be held under the legal control of the
Trustees and by or in the names of the Trustees or such corporation as
they may from time to time appoint as nominee for themselves or as
custodian trustee
(2) The Trustees may alone or in conjunction with others and in any part
of the world acquire and dispose of any property (tangible or
intangible, movable or immovable), whether or not it produces income,
enter into any contract or incur any obligation, lend or borrow money
or other property for any purpose (including acquiring assets), grant
any mortgage or charge over or give any right of recourse against any
or all of the assets of the Scheme form and finance any company, carry
on and finance any business, insure assets of the Scheme for any
amount and keep assets in nominee names.
10
<PAGE>
5. (1) An Employer shall subject to Subclause (2) below contribute to the
Scheme in respect of the members who are or have been in its employ at
such rate or rates as the Principal Employer acting on actuarial
advice shall determine.
(2) An Employer shall on giving three months' written notice or such
shorter period as it may agree with the Trustees (and the Members) to
the Trustees and the members then in its employ have the right to
reduce or discontinue its contributions to the Scheme with effect from
the expiry of such notice PROVIDED THAT -
(a) the accidental omission to give such notice shall not affect the
validity of the Employer's decision
(b) such notice shall not affect the liability of the Employer to pay
any contributions which have fallen due prior to and remain
unpaid at the expiry of such notice
(c) in the event of such discontinuation of contributions the assets
of the Scheme relating to the Employer shall be applied in manner
stated in the dissolution provisions of the Rules
6. (1) The Trustees shall have the power to pay or apply any lump sum which
may be payable on the death of a member to or for the benefit of all
or any one or more to the exclusion of other or others and in such
proportions as the Trustees decide of (i) the member's spouse or (ii)
the ancestors and descendants (however remote and including legally
adopted children or stepchildren) or
11
<PAGE>
brothers sisters uncles and aunts (whether of the whole or half blood) of the
member or his spouse or (iii) individuals who in the opinion of the Trustees
shall have been wholly or partly maintained or financially assisted by the
member or (iv) any other person or persons (including for this purpose any
charity society club or other similar organization but excluding the personal
representatives of the member) whom the member has in a written notice to the
Trustees requested the Trustees to consider as a beneficiary of such lump sum or
part thereof
PROVIDED THAT
(a) if and to the extent that the said power is not exercised within 24 months
after the member's death such lump sum or any remaining part thereof shall
be paid by the Trustees to the member's spouse (if any) but failing that
it shall be paid to the Principal Employer
(b) in applying any moneys under this subclause to or for the benefit of any
person the Trustees shall have power to pay the same by way of settlement
to trustees for the benefit of such person with such powers and upon such
terms and conditions as the Trustees shall in their absolute discretion
determine
(c) in making any payment in accordance with this subclause the Trustees may
take into account and deduct any tax and any interest thereon for which
they may be liable
12
<PAGE>
(2) The Trustees may at the request of a person's Employer accept from the
administrators of any fund scheme or arrangement (in this subclause called
"the other scheme") any transfer payment or assignment of assets in
respect of such person's right to benefit under the other scheme (in this
subclause called "transfer value") and if they do so the person shall be
regarded as a member for the purposes of the Scheme and the Trustees shall
provide for the member benefits under the Scheme (additional to any other
Scheme benefits to which the member may be entitled) of such nature and
amount as the Trustees shall decide PROVIDED THAT
(a) the Trustees shall obtain from the administrators of the other
scheme a certificate stating the amount (if any) of the transfer
value attributable to contributions paid by such member to the other
scheme (in this subclause called "member's credit") and the maximum
amount (if any) of the transfer value that such member may under the
rules of the other scheme obtain as a cash sum on retirement
thereunder (in this subclause called "the cash sum")
(b) the Trustees shall ensure that any provisions of the other scheme
prohibiting the return to members of contributions that they have
paid thereto shall apply to member's credit (except that any such
provisions which solely relate to the member's salary or
remuneration having exceeded 5000 (pounds) per annum at any time
during his membership of the other scheme will cease to apply)
13
<PAGE>
(3) If a member becomes a member of any other fund scheme or arrangement
(in this subclause called "the other scheme") the Trustees may at the
request of the member and with the written agreement of his Employer
transfer to the administrators of the other scheme an amount (in this
subclause called "transfer payment") which the Trustees acting on
actuarial advice consider to be the lump sum equivalent of such
benefit PROVIDED THAT the Trustees shall -
(a) observe the terms and conditions of any undertaking given by them
in respect of transfer payments
(b) take into account and deduct from the transfer payment the amount
of any expense incurred in the realization of the assets of the
Scheme to pay the same and any tax for which they may be liable
(c) give the administrators of the other scheme certificate stating
the amount (if any) of the transfer payment attributable to the
contributions paid by the member to the Scheme and any
restrictions imposed by the provisions hereof on the return of
such contributions to the member and obtain from the
administrators of the other scheme an undertaking that such
restrictions shall at all times be applied thereto
14
<PAGE>
7. The Principal Employer shall have power to alter or add to the provisions of
this Deed and the Rules by deed with the written consent of the Trustees
8. The Trustees shall have power exercisable at the written request of the
Principal Employer-
(a) to provide additional benefits in respect of any member and to increase
the amount of any benefit which is payable to or in respect of a member
and
(b) to provide for the spouse or dependents of a deceased member a benefit
or benefits for which provision is not otherwise made hereunder
PROVIDED THAT this power shall be exercised subject to the payment by the
Employer (as defined in Clause 2(2) hereof) of the cost (if any) (as
determined by the Trustees acting on actuarial advice) of such increase or
benefits
9. The Scheme shall terminate at the end of the perpetuity period hereinbefore
mentioned UNLESS there is legislation then in force permitting it to
continue for a longer period or in perpetuity or it is terminated earlier in
accordance with the dissolution provisions in the Rules
10. (1) Any Act referred to in this Deed shall be deemed to include any Act or
Acts for the time being amending or replacing the same and any orders
regulations or directions issued thereunder and for the time being in
force
-15-
<PAGE>
(2) Any reference to any regulations includes any modification or
restatement of those regulations.
(3) Any Employer referred to in this Deed shall be deemed to include any
other company firm or person by which or whom as a result of
amalgamation merger purchase reconstruction or otherwise the business
or function of the same is for the time being carried on
(4) This Deed shall be construed and take effect in accordance with
English law
10. The Trustees shall arrange for an actuarial investigation of and report
upon the financial condition of the Scheme to be made at such intervals not
exceeding 5 years as the Trustees shall determine.
IN WITNESS WHEREOF the parties hereto have caused their common seals to be
affixed hereto or have set their hands and seals hereto the day and year first
above written
16
<PAGE>
The Common Seal [THE SEAL OF DEPUY INTERNATIONAL
of DEPUY INTERNATIONAL LIMITED LIMITED APPEARS HERE]
was hereunto affixed
in the presence of:-
Director /s/ Thomas Oberhausen
-------------------------------------
Secretary /s/ J. A. Coppack
------------------------------------
SIGNED SEALED and DELIVERED )
by the said GEORGE TAYLOR SEWARD) /s/ George Taylor Seward
in the presence of: ) -----------------------------
/s/ Patricia A. Sisk
- --------------------------------
SIGNED SEALED and DELIVERED )
by the said THOMAS OBERHAUSEN ) /s/ Thomas Oberhausen
in the presence of: ) -----------------------------
/s/ Sally Gurrd
- --------------------------------
17
<PAGE>
Exhibit 10.26
DATED 23 January 1996
----------------------
DEPUY INTERNATIONAL LIMITED
- and -
GEORGE TAYLOR SEWARD
- and -
OTHERS
DEED OF APPOINTMENT AND RETIREMENT
- for the -
DEPUY EXECUTIVE RETIREMENT BENEFITS SCHEME
------------------------------------------
CERTIFIED A TRUE COPY OF ORIGINAL DOCUMENT
[INITIALS APPEARS HERE]
C.E. HEATH GROUP
------------------------------------------
<PAGE>
THIS DEED APPOINTMENT AND RETIREMENT is made the 23rd day of January One
thousand nine hundred and ninety-six BETWEEN DEPUY INTERNATIONAL LIMITED whose
Registered Office is situate at St. Anthony's Road Beeston Leeds West Yorkshire
LS11 80T (hereinafter called "the Principal Employer") of the first part GEORGE
TAYLOR SEWARD of 46 EMS C 18 Lane Warsaw Indiana 46580 United States of America
and CHRISTOPHER MICHAEL THRUSH of St. Anthony's Road aforesaid (hereinafter
called "the Continuing Trustees") of the second part THOMAS OBERHAUSEN of St.
Anthonys Road aforesaid (hereinafter called "the Retiring Trustee") of the
third part and GREGORY ALLEN COLLINS of Brearton House 10 Rossett Gardens
Harrogate HG2 9PP (hereinafter called "the New Trustee") of the fourth part
WHEREAS:-
(1) This Deed is supplemental to the deed dated First July 1993 (hereinafter
called "the Trust Deed") whereby the Principal Employee inaugurated a
scheme known as the Depuy Executive Retirement Benefits Scheme
(hereinafter called "the Scheme") and the Continuing Trustees and the
Retiring Trustee were appointed Trustees of the Scheme
(2) The Retiring Trustee is desirous of retiring from the trusts of the
Scheme
(3) The power of appointing new trustees of the Scheme is vested in the
Principal Employer and the Principal Employer is desirous of appointing
the New Trustee to be a trustee of the Scheme in place of the Retiring
Trustee and the New Trustee has consented to accept such appointment as
is evidenced by his execution hereof
<PAGE>
NOW THIS DEED WITNESSETH that:
A. In exercise of the power in that behalf conferred on it by the Trust Deed
and of every other power it enabling the Principal Employer HEREBY APPOINTS
the New Trustee to be a Trustee of the Scheme in place of the Retiring
Trustee and jointly with the Continuing Trustees for all purposes of the
Scheme on and from the day First above written
B. The New Trustee hereby consents to be and act as a trustee as aforesaid
C. The Principal Employer the Continuing Trustees and the New Trustee hereby
certify that this deed falls with Category A in the Schedule to the Stamp
Duty (Exempt Instruments) Regulations 1987
IN WITNESS whereof these presents have been entered into the day and year first
above written
The Common Seal
of DEPUY INTERNATIONAL LIMITED
was hereunto affixed
in the presence of :-
Director /s/ M. Dormer
..........................
Secretary /s/ J. A. Coppock
.........................
<PAGE>
Signed and Delivered )
by the said GEORGE TAYLOR SEWARD) /s/ G. T. Seward
in the presence of: ) ..........................
/s/ Patricia A. Sisk
...................................
Signed and Delivered )
by the said CHRISTOPHER MICHAEL ) /s/ C. M. Thrush
THRUSH in the presence of: ) ..........................
[SIGNATURE APPEARS HERE]
...................................
Signed and Delivered )
by the said THOMAS OBERHAUSEN ) /s/ Thomas Oberhausen
in the presence of: ) ..........................
[SIGNATURE APPEARS HERE]
...................................
Signed and Delivered )
by the said GREGORY ALLEN ) /s/ Gregory A. Collins
COLLINS in the presence of: ) ..........................
[SIGNATURE APPEARS HERE]
...................................
<PAGE>
Exhibit 10.27
DePuy Inc.
1996 Incentive Planning and Special Recognition Recommendations
As indicated earlier this year, Incentive Planning and Special Recognition
Awards have been separated from compensation planning in order that year-end
results can be analyzed thoroughly prior to making recommendations. Below are
guidelines that highlight the incentive Plan and Special Recognition Awards.
I. Incentive Plan Policy Guidelines
--------------------------------
The determination of individual percentage bonus amounts is based upon the
performance results relating to each individual's written objectives.
Please do not attempt to forecast bonus recommendations until you have
completed a review of year-end MBO results.
Measurement of MBO performance will be based upon the following
year-end guidelines:
Performance Level I
-------------------
This level indicates achievement of objectives which tend to reflect
performance above the standards for the job. However, the results may range
from minimal contribution to profits or organizational enhancement, or
results which are not easily quantifiable but, nevertheless, logically and
rationally impact profit improvement and/or organizational enhancement.
Discretionary bonus awards for this performance level will range from zero
to 10 percent of base salary.
Performance Level II
--------------------
This level reflects overall achievement of objectives resulting in
contributions to profit improvement and organizational enhancement.
Discretionary bonus awards for this performance level will be paid between
10 and 20 percent of base salary.
Performance Level III
---------------------
This level includes significant results from objectives which contribute
profit improvement and/or organizational enhancement. The contribution,
measured in dollars, will be beyond one-time improvements. They will have
significant problem-solving impact upon present/future year profits and
organizational enhancement. Discretionary bonus awards at this level will
be paid between 20 to 35 percent of base salary.
Performance Level IV
--------------------
This level includes far-reaching results from objectives which contribute
large profit improvement and/or organizational enhancement. The
contribution, measured in dollars, will be beyond one-time profit
improvements. They will have major innovative impact upon present/future
year profits and/or organizational enhancement. Discretionary bonus awards
at this level will be between 35 to 50 percent of base salary.
<PAGE>
II. Incentive Recommendations
-------------------------
A. Enter a recommended bonus (1995 bonus payable in 1996) by percentage
----------
and level in the "1995 Bonus" column. Indicate if the bonus amount
--- -----
should be prorated in cases where an employee has been in a bonus
eligible position for only part of 1995.
III. Special Recognition Award Policy Guidelines
-------------------------------------------
It is the intention of DePuy to make cash awards to recognize, annually,
a limited number of exempt non-bonus eligible and non-exempt personnel,
whose performance in the preceding year has made specific and
significant contributions to corporate performance. DePuy management
will determine each year how many, if any, such awards are appropriate.
Selection critia for a Special Recognition Award includes:
A. Non-exempt and exempt personnel who are not bonus eligible.
B. For a one-time, specific and significant contribution.
--- ---- -------- -----------
C. Not awarded for overall exemplary performance--the merit budget
--- ------- --- ------- -------- -----------
applies in this situation.
D. The minimum award is $1,000; the maximum is $3,000; the average is
approximately $1,500 to $2,000.
E. Individual awards will be in even hundreds of dollars, not a
percentage of salary.
IV. Special Recognition Award Recommendations
-----------------------------------------
A. Enter the recommended Special Recognition Award by dollar amount in
the "1995 Special Recognition Award" column. All Special Recognition
Award forms must be submitted with your planning charts.
V. Submitting Incentive Planning Charts and Special Recognition
------------------------------------------------------------
Recommendations
---------------
A. Review all incentive planning charts and special recognition award
recommendations with your vice president who will approve by
signature.
B. The approved Incentive Planning charts and Special Recognition Award
forms should be submitted to Mike Forrest by Wednesday, January 24,
1996 for consolidation.
<PAGE>
Vice President Responsibilities
In addition to all of the incentive planning charts and special recognition
award forms for your area, please submit the following information to Mike
Forrest by Wednesday, January 24.
1. A short 4-6 sentence paragraph for each manager/director which summarizes
1995 MBO results. This may be delegated to the manager/director conducting
the regular year-end reviews.
2. Special recognition write-ups.
3. A listing of the top 10 percent and bottom 10 percent of managers in your
functional area.
<PAGE>
Exhibit 10.28
BEHRINGER MANNHEIM U.S. HOLDINGS, INC.
EXCESS BENEFIT RETIREMENT PLAN
(Effective as of January 1, 1991)
Article I. Establishment of the Plan
1.1 Establishment and Restatement. Boehringer Mannheim U.S. Holdings,
Inc. (the "Company") hereby establishes an excess benefits plan on behalf of the
Company, its subsidiaries, and other affiliated corporations (collectively, the
"Employers"). Such plan is hereby adopted, effective as of January 1, 1991, and
shall to be known as the "Boehringer Mannheim U.S. Holdings, Inc. Excess Benefit
Retirement Plan" (the "Plan").
1.2 Purpose of Plan. The Company sponsors the Boehringer Mannheim U.S.
Holdings, Inc. Retirement Income Plan (the "RIP Plan"), for the benefit of U.S.
employees of the Employers and their beneficiaries. The RIP Plan is intended to
operate as a "qualified plan" as that term is defined under the Internal Revenue
Code (the "Code").
The RIP Plan is subject to limitations under section 415 of the Code that
sometimes result in the diminution of allocations on behalf of certain
employees. This Plan is established to offset this diminution for eligible
employees, is intended as an unfunded excess benefit plan as defined in section
3(36) of ERISA, and is fully exempt from the provisions of ERISA pursuant to
section 4(b)(5) thereof.
<PAGE>
ARTICLE II. DEFINITIONS AND CONSTRUCTION
2.1 Definitions. Whenever the following terms are used in this Plan,
they shall have the meaning specified unless a contrary intention is
specifically and clearly indicated.
(a) "Administrative Committee" means the committee designated by the Board
to administer the RIP Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as it may be amended
from time to time. Reference to a section of the Code shall also include
any comparable provision of the Code that supercedes said section.
(d) "Company" means Boehringer Mannheim U.S. Holdings, Inc., an Indiana
corporation, or any successor corporation resulting from a merger or
consolidation with the Company or transfer of substantially all of the
assets of the Company.
(e) "Employer" means the Company and any other entity which is an "Employer"
as that term is defined in the RIP Plan.
(f) "Participant" means an employee of an Employer who has met the
participation requirements set forth in section 4.1 of the Plan.
(g) "Plan" means this Boehringer Mannheim U.S. Holdings, Inc. Excess Benefit
Plan.
2.2 Gender and Number. Except when otherwise indicated by the context,
words in the masculine gender shall include the feminine and neuter genders; the
plural shall include the singular and the singular shall include the plural.
2.3 Employment Rights. Establishment of the Plan shall not be construed
to give any Participant the right to be retained in the employment of an
Employer or to any benefits not specifically provided by the Plan.
<PAGE>
2.4 Applicable Law. This Plan provides benefits limited by Section 415 of
the Code; therefore, it is fully exempt from the provisions of ERISA pursuant to
Section 4(b)(5) thereof and shall be governed and construed in accordance with
the laws of the State of Indiana.
<PAGE>
Article III. Administration
3.1 Administration. Except as specifically provided elsewhere in the Plan,
the Administrative Committee shall have all such powers as may be necessary to
carry out the provisions of the Plan and the transaction of the Plan's business.
The authority granted under this Article shall be subject to the right of the
Board to amend or terminate the Plan, as provided in section 8.1.
3.2 Finality of Determination. The determination of the Administrative
Committee as to any disputed questions arising under this Plan, including
questions of construction and interpretation shall be final, binding, and
conclusive upon all persons.
3.3 Indemnification and Exculpation. The members of the Administrative
Committee, their agents and officers, and employees of the Company shall be
indemnified and held harmless by the Company against and from any and all loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by
them in connection with or resulting from any claim, action, suit, or proceeding
to which they may be a party or in which they may be involved by reason of any
action taken or failure to act under this Plan and against and from any and all
amounts paid by them in settlement (with the Company's written approval) or paid
by them in satisfaction of a judgment in any such action, suit or proceeding.
The foregoing provision shall not be applicable to any person if the loss, cost,
liability, or expense is due to such person's gross negligence or willful
misconduct.
3.4 Self Interest. A member of the Administrative Committee who is also a
Participant shall not vote on any question relating specifically to himself.
<PAGE>
Article IV. Participation and Benefits
4.1 Participation. An employee will become eligible to participate in
this Plan on the first day of a year following any calendar year in which the
amounts allocable to his account under the RIP Plan are limited by the defined
contribution limit under section 415(c)(1) of the Code.
4.2 Establishment of Accounts. The Company shall establish an account
on its books on behalf of each Participant in this Plan. A Participant's account
will be credited with the employer contribution that would have been credited to
his account under the RIP Plan if the contributions to the RIP Plan were not
limited by the defined contribution limit under section 415(c)(1) of the Code,
reduced by the employer contribution actually credited to his account under the
RIP Plan.
4.3 Earnings. The account established for each Participant pursuant to
section 4.2 shall be adjusted to reflect an assumed rate of earnings. Such rate
shall be the rate of earnings achieved by the GIC Fund maintained under the RIP
Plan.
4.4 Payment of Accounts. The account established for each Participant
under section 4.2, increased for earnings under section 4.3, shall be payable to
the Participant as soon as practical following his termination of employment.
The account shall be paid in a single lump sum payment.
4.5 Payments Upon Death. Each Participant shall have the right to
designate a beneficiary to receive death benefits under this Plan. In the
absence of such a designation, the beneficiary of the Participant under the RIP
Plan will be the beneficiary of the Participant's benefits under this Plan. In
the event of a Participant's death prior to the payment of benefits under
section 4.4, the Participant's beneficiary shall receive the
<PAGE>
balance in the Participant's account under section 4.3 in a single lump sum
payment as soon as practicable following the death of the Participant.
<PAGE>
Article V. Limitations
- ----------------------
5.1 Vesting. Notwithstanding anything to the contrary in Article
-------
IV, a participant shall forfeit any portion of his account under this plan (and
any earnings thereon) if the Participant's employment with the company and all
affiliates terminates before the Participant completes five years of service
with the Company.
5.2 Maximum Benefits. The maximum amount allocable to a Participant
----------------
under section 4.2 for any single calendar year shall be $10,000.
5.3 Minimum Benefit. Notwithstanding anything to the contrary in
---------------
Article IV, no amount will be allocated to a Participant's account under section
4.2 if the allocation is less than $100.
<PAGE>
Article VI. Miscellaneous
6.1 Amendment and Termination. The Board may at any time terminate
-------------------------
or amend the Plan in any respect. A termination or amendment of the Plan shall
not, without the written consent of a Participant, adversely affect the rights
of the Participant with respect to amounts credited to the Participant's account
under Article V prior to such termination or amendment.
6.2 Funding. All amount paid under this Plan shall be paid in cash
-------
from the general assets of the Employer, unless paid from a grantor trust
established under section 671 of the Code. Such amounts shall be reflected on
the accounting records of the Employer but shall not be construed to create, or
require the creation of, a trust, custodial or escrow account. No employee shall
have any right, title or interest whatever in or to any investment reserves,
accounts or funds that the Employer may purchase, establish or accumulate to aid
in providing the benefits under this Plan. Nothing contained in this Plan, and
no action taken pursuant to its provisions, shall create a trust or fiduciary
relationship of any kind between the Employer and an employee or any other
person. Neither an employee or beneficiary of an employee shall acquire any
interest greater than that of an unsecured creditor.
6.3 Tax Liability. The Company may withhold, or direct the
-------------
withholding of, from any payment of Benefits hereunder any taxes required to be
withheld and such sum as the Company may reasonably estimate to be necessary to
cover any taxes for which the Company may be liable and which may be assessed
with regard to such payment.
6.4 Assignment. The Participant may not assign, pledge, or otherwise
----------
transfer or encumber any of Participant's benefits under this Plan.
<PAGE>
6.5 Successors. The Plan and the rights and obligations of the
----------
Company hereunder shall be binding upon, and inure to the benefit of the
Participants and their beneficiaries only, and the successors and assigns of the
Company.
6.6 Severability. In the event that any one or more of the
------------
provisions of this Plan shall be held to be invalid, illegal, or unenforceable,
the validity, legality, or enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
6.7 Nonuniform Determinations. The determinations of the
-------------------------
Administrative Committee under the Plan need not be uniform and may be made
selectively among Participants who receive, or are eligible to receive, benefits
under the Plan, whether or not such Participants are similarly situated. Such
determinations, however, may not result in payment to a Participant of an amount
that is less than the amount that is otherwise provided for under the terms of
this Plan.
6.8 Separation From Other Plans. Except as otherwise required by
---------------------------
law, no benefits under the Plan shall be taken into account in determining any
benefit under any other pension, retirement, thrift, profit sharing, 401(k),
group insurance, or other benefit plan maintained or hereafter established by
the Company.
6.9 Effective Date. This Plan, as initially adopted, is effective
--------------
as of January 1, 1991.
* * * * * * * * * * *
<PAGE>
IN WITNESS WHEREOF, BOEHRINGER MANNHEIM U.S. HOLDINGS, INC. has caused this
instrument to be executed by its duly authorized officers on this ______ day of
___________, 1991, effective as of the 1st day of January 1991.
BOEHRINGER MANNHEIM
U.S. HOLDINGS, INC.
ATTEST:
By
------------------------------------
By
---------------------------------
<PAGE>
4687LEBR.A1/08 2
FIRST AMENDMENT
---------------
to the
BOEHRINGER MANHEIM U.S. HOLDINGS, INC.
--------------------------------------
EXCESS BENEFIT RETIREMENT PLAN
------------------------------
(Effective as of January 1, 1991)
WHEREAS, Boehringer Mannheim U.S. Holdings, Inc. (the "Company") has
adopted the Boehringer Mannheim U.S. Holdings, Inc. Excess Benefit Retirement
Plan (the "Plan") for the benefit of eligible employees and has reserved the
right to amend the Plan; and
WHEREAS, the Company deems it appropriate to amend the Plan in order to
change the name of the Plan and to make several other minor changes to the
design of the Plan;
NOW, THEREFORE, the Plan is amended as follows:
1. Effective January 1, 1991, the name of the Plan shall be changed from the
"Boehringer Mannheim U.S. Holdings, Inc. Excess Benefit Retirement Plan" to
the "Boehringer Mannheim U.S. Holdings, Inc. Retirement Excess Plan." All
references in the Plan document shall be changed accordingly.
2. Effective as of January 1, 1991, the first sentence of section 4.4 of the
Plan is revised to read as follows:
"The account established for each Participant under section 4.2, increased
for earnings under section 4.3, shall be payable to the Participant when
such Participant becomes eligible to receive benefits under the RIP Plan."
3. Effective as of January 1, 1991, section 5.3 of the Plan is deleted in its
entirety.
* * * * * * * * * *
-1-
<PAGE>
4687LEBR.A1/08 2
IN WITNESS WHEREOF, BOEHRINGER MANNHEIM U.S. HOLDINGS, INC. have caused
this Amendment to be executed by its duly authorized officers on this _____ day
of __________________ 199__, effective as of the dates set forth herein.
BOEHRINGER MANNHEIM
U.S. HOLDINGS, INC.
ATTEST:
By
--------------------------------
Its
-----------------------------
By
---------------------------
Its
------------------------
-2-
<PAGE>
Second Amendment
of the
Boehringer Mannheim U.S. Holdings, Inc.
Retirement Excess Plan
(Effective as January 1, 1991)
Whereas, Boehringer Mannheim U.S. Holdings, Inc. (the "Company") has adopted the
Boehringer Mannheim U.S. Holdings, Inc. Retirement Excess Plan (the "Plan") for
the benefit of eligible employees and has reserved the right to amend the Plan;
and
Whereas, the Company deems it appropriate to amend the Plan in order to provide
for the change in its name to Corange U.S. Holdings, Inc.
Now, Therefore, the Plan is amended as follows, effective as of January 1, 1994:
1. "Corange U.S. Holdings, Inc." as hereby substituted for "Boehringer Mannheim
U.S. Holdings, Inc." as the "Company" for all purposes under the Plan. All
references within the Plan to "Boehringer Mannheim U.S. Holdings, Inc."
shall be deemed to refer to "Corange U.S. Holdings, Inc."
2. The name of the Plan is changed from the "Boehringer Mannheim U.S. Holdings,
Inc. Retirement Excess Plan" to the "Corange U.S. Holdings, Inc. Retirement
Excess Plan."
3. The name of the qualified plan identified in section 1.2 of the Plan is
changed from the "Boehringer Mannheim Holdings, Inc. Retirement Income plan"
to the "Corange Retirement Income Plan."
**********
1
<PAGE>
IN WITNESS WHEREOF, Corange U.S. Holding, Inc. has caused this Amendment to be
executed by its duly authorized officers on this ____ day of __________________,
199__, effective as of January 1, 1994.
Corange U.S. Holdings, Inc.
Attest:
By
---------------------------------
Its
------------------------------
By
---------------------------
Its
------------------------
2
<PAGE>
EXHIBIT 11.1
PRO FORMA COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE SIX MONTHS
DECEMBER 31, 1995 ENDED JUNE 30, 1996
------------------ -------------------
<S> <C> <C>
Net Income (in 000's).................. $ 94,929 $ 55,601
----------- -----------
Pro forma weighted average number of
shares outstanding.................... 90,000,000 90,000,000
----------- -----------
Pro forma earnings per share........... 1.05 0.62
=========== ===========
</TABLE>
1
<PAGE>
EXHIBIT 21.1
SUBSIDIARY LIST
---------------
Corange U.K. Holdings Ltd.
DePuy Orthopadie GmbH DePuy International Ltd.
De Puy A.G. DePuy Joints S.A.
DePuy Orthopedie SA DePuy Taiwan
DePuy Italia S.r.L. DePuy Australia Pty Limited
DePuy Iberica, S.A. DePuy Mexico S.A. De C.V.
Medical Trivest SL DePuy Canada Ltd.
DePuy Japan Incorporated DePuy Orthopaedics, Inc.
DePuy Korea, Inc. DePuy Orthopedic Technology, Inc.
DePuy Far East Pte Ltd. DePuy ACE Medical Company
DePuy GmbH DePuy DuPont Orthopedics Partnership
DePuy Olmed AB DePuy Motech, Inc.
DePuy Hungary Expanded Optics, Inc.
DePuy CZ s.r.o. DePuy Overseas Trading Ltd.
DePuy New Zealand Limited
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated July 31, 1996, relating
to the financial statements of DePuy, Inc., which appears in such Prospectus.
We also consent to the application of such report to the Financial Statement
Schedule for the three years ended December 31, 1995 listed under Item 16(b)
of this Registration Statement when such schedule is read in conjunction with
the financial statements referred to in our report. The audits referred to in
such report also included this schedule. We also consent to the references to
us under the headings "Experts" and "Selected Combined Financial Data" in such
Prospectus. However, it should be noted that Price Waterhouse LLP has not
prepared or certified such "Selected Combined Financial Data."
Price Waterhouse LLP
Indianapolis, Indiana
October 29, 1996
