UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended MARCH 31, 2000
Commission File Number 1-5910
CARTER-WALLACE, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-4986583
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1345 AVENUE OF THE AMERICAS, NEW YORK, NY 10105
----------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212-339-5000
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
Common Stock New York Stock Exchange
Par value $1.00 per share
Securities registered pursuant to Section 12(g) of the Act:
Class B Common Stock, par value $1.00 per share
-----------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K of any amendment to this
Form 10-K. (X)
The number of shares of the registrant's Common Stock and Class B Common Stock
outstanding at June 5, 2000 was 32,981,400 and 12,269,300, respectively.
The aggregate market value of voting stock held by non-affiliates of the
registrant as of June 5, 2000 was approximately $428,257,000.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Stockholders for the fiscal
year ended March 31, 2000 Parts I & II
Proxy Statement for the Annual Meeting of
Stockholders to be held July 18, 2000 Parts III & IV
<PAGE>
PART I
ITEM 1. BUSINESS
Carter-Wallace, Inc. (the "Company") is engaged in the manufacture and sale of a
diversified line of products in the Domestic Consumer Products, Domestic Health
Care and International segments. Additional information is presented on page 11
"Description of Business Segments" of the 2000 Annual Report to Stockholders and
is herein expressly incorporated by reference.
BUSINESS SEGMENTS AND GEOGRAPHIC DATA
Financial information about the Company's business segments and geographic areas
for the three years ended March 31, 2000 is presented on page 8 under the
caption "Management's Discussion and Analysis of Results of Operations and
Financial Condition - Net Sales and Earnings" and also on pages 24 and 25, note
11, "Business Segments" of the Notes to Consolidated Financial Statements, both
included in the 2000 Annual Report to Stockholders and herein expressly
incorporated by reference.
FOREIGN OPERATIONS
Foreign operations are generally subject to certain political and economic risks
that are not present in domestic operations. Such risks may include
expropriation of assets, restrictions on earnings remittances and fluctuating
exchange rates. Changes in foreign exchange rates had the effect of decreasing
sales by $10,400,000 in the fiscal year ended March 31, 2000 in comparison to
the prior year. Additional information is presented on page 18, note 4, "Foreign
Operations" of the Notes to Consolidated Financial Statements in the 2000 Annual
Report to Stockholders and is herein expressly incorporated by reference.
COMPETITION
The three business segments in which the Company operates are extremely
competitive and include larger corporations with greater resources for research,
product development and promotion. The Company competes on the basis of price,
advertising, promotion, quality of product and other methods relevant to the
business. In fiscal 2000, the Company's "Arrid" line of anti-perspirants and
deodorants is believed to have accounted for an estimated 6.0% share of the
domestic anti-perspirant and deodorant market. The Company's worldwide
antiperspirant and deodorant sales were approximately $105,900,000,
$101,600,000, and $105,800,000 in the fiscal years ended March 31, 2000, 1999
and 1998, respectively. The "Trojan", "Class Act" and "Naturalamb" condom brands
are estimated to have accounted for over 68% of total domestic retail condom
sales. The Company's worldwide condom sales were approximately $123,600,000,
$114,100,000, and $104,700,000 in the fiscal years ended March 31, 2000, 1999
and 1998, respectively. Additional information is presented on page 8 under the
caption "Management's Discussion and Analysis of Results of Operations and
Financial Condition - Net Sales and Earnings" in the 2000 Annual Report to
Stockholders and is herein expressly incorporated by reference.
1
<PAGE>
RAW MATERIALS
The Company's major raw materials are chemicals, plastics, latex, steel cans and
packaging materials. These materials are generally available from several
sources and the Company has had no significant supply problems to date. The
Company generally has two or more approved suppliers for production materials
and issues purchase commitments to provide its suppliers with adequate lead
time.
PATENTS AND LICENSES
The Company owns or is licensed under a number of patents and patent
applications covering certain of its products. The expiration or any other
change in any of these patents or patent applications will not materially affect
the Company's business. Royalty income does not constitute a material portion of
total revenue.
FELBATOL (FELBAMATE)
Information regarding the effect of "Felbatol" matters on the Company's business
is presented on page 9 under the caption "Management's Discussion and Analysis
of Results of Operations and Financial Condition - Felbatol (felbamate)", and on
Page 29 in note 16 "Felbatol (felbamate)" of the Notes to Consolidated Financial
Statements, all included in the 2000 Annual Report to Stockholders and herein
expressly incorporated by reference.
ENVIRONMENTAL MATTER
Information regarding the environmental matter is presented on pages 27 and 28
in note 14, "Litigation Including Environmental Matter" of the Notes to
Consolidated Financial Statements, included in the 2000 Annual Report to
Stockholders and herein expressly incorporated by reference.
RESEARCH AND DEVELOPMENT
Expenditures for research and development totaled $28,508,000 in 2000,
$25,846,000 in 1999 and $28,785,000 in 1998. Research and development expenses
increased in 2000 by $2,662,000 or 10.3% due mostly to increased spending in the
Domestic Health Care segment, including higher spending for taurolidine.
Research and development expenses in 1999 decreased by $2,939,000 or 10.2%,
primarily as a result of lower spending in the Domestic Consumer Products
segment related to non-recurring prior year employee termination costs.
Research at independent facilities determined that taurolidine induced cell
death in numerous human cancer cells in vitro. These developments prompted the
Company to initiate an R&D program directed at multiple cancer cell lines to
determine if taurolidine has clinically important antineoplastic activity. An
Investigational New Drug Application (IND) was filed with and accepted by the
FDA. A clinical trial in patients with ovarian cancer is in progress. Additional
clinical trials in patients with other malignancies, including leukemia and
brain cancer, are planned for the coming year.
Two multi-center Phase III studies showed that "Astelin" Nasal Spray is
effective for treating vasomotor (perennial, nonallergic) rhinitis. A
Supplemental New Drug Application was submitted to the FDA for use in adults
with vasomotor rhinitis. If approved, "Astelin" Nasal Spray would be indicated
for both allergic and nonallergic vasomotor rhinitis. Another Supplemental New
Drug Application was submitted for "Astelin" Nasal Spray's use for children
under 12 years old and FDA approval was received in May 2000. The "Astelin"
tablet NDA for allergic rhinitis is pending at the FDA. The Company has not
decided whether to seek final approval for this NDA.
2
<PAGE>
Approximately 125 employees are employed in research and development activities.
EMPLOYEES
The Company, together with its subsidiaries, employed approximately 3,320 people
worldwide at March 31, 2000.
ACQUISITIONS
Information regarding acquisitions is presented on page 24 in note 9,
"Acquisitions" of the Notes to Consolidated Financial Statements, included in
the 2000 Annual Report to Stockholders and is herein expressly incorporated by
reference.
ITEM 2. PROPERTIES
The executive offices of the Company are located at 1345 Avenue of the Americas,
New York, New York, in space leased until May, 2011. A portion of this space has
been subleased. The following are the other principal facilities of the Company:
<TABLE>
<CAPTION>
AREA
LOCATION PRODUCTS MANUFACTURED (SQ. FEET)
-------- --------------------- ----------
OWNED IN FEE:
MANUFACTURING FACILITIES
AND OFFICES:
<S> <C> <C>
Cranbury, New Jersey Pharmaceuticals, toiletries
and pet products 734,000
Colonial Heights,
Virginia Condoms 220,000
Decatur, Illinois Pharmaceuticals and pet products 108,000
Winsted, Connecticut Pet products 45,000
Montreal, Canada OTC pharmaceuticals and toiletries 157,000
Folkestone, England Toiletries 76,000
Milan, Italy OTC pharmaceuticals and toiletries 60,000
Mexico City, Mexico Pharmaceuticals 94,400
New Plymouth, New Zealand Condom processing 31,000
WAREHOUSE AND OFFICES:
Toronto, Canada 52,000
LEASED:
MANUFACTURING FACILITIES AND OFFICES:
Santa Ana, California Toiletries 10,400
Barcelona, Spain Toiletries 58,400
Milan, Italy Diagnostics and toiletries 49,100
Folkestone, England Toiletries 21,500
WAREHOUSE AND OFFICES:
Dayton, New Jersey 200,000
Momence, Illinois 43,000
Plainsboro, New Jersey* 23,300
Mexico City, Mexico 27,500
Sydney, Australia 24,900
Folkestone, England 37,500
Levallois, France* 22,500
Revel, France 35,500
</TABLE>
* OFFICES ONLY
3
<PAGE>
The Company has agreements with several companies throughout the world for the
manufacture of certain products to its specifications. The Company has several
other short-term leases for manufacturing plants, warehousing space and sales
offices. With minor exceptions, all facilities are operating at normal capacity.
An expansion of the Company's condom manufacturing facility in Colonial Heights,
Virginia was approved in fiscal 1998. The expansion was completed on time in
fiscal 2000.
In June 2000 the Company entered into an agreement to sell two parcels of vacant
land adjacent to its Cranbury, NJ facility totalling approximately 210 acres.
The closings of these transactions are contingent upon certain approvals being
obtained and the satisfactory resolution of other conditions. No assurance can
be given that the closings will take place. The Company does not anticipate that
these transactions will close during the fiscal year ending March 31, 2001.
The total proceeds from these land sales will be approximately $22,050,000, less
commissions and other expenses, payable one-third at closing with the balance
due in two equal annual installments with interest. A down payment of $500,000
has been received as escrow. The cost basis for the land being sold is
approximately $1,000,000.
ITEM 3. LEGAL PROCEEDINGS
Information regarding Legal Proceedings involving the Company is presented on
pages 27 and 28 in note 14, "Litigation Including Environmental Matter" of the
Notes to Consolidated Financial Statements, included in the 2000 Annual Report
to Stockholders and herein expressly incorporated by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT*
Executive Officers of the Registrant are as follows:
<TABLE>
<CAPTION>
HELD PRESENT
NAME AGE OFFICE OFFICE SINCE
---- --- ------ ------------
<S> <C> <C> <C>
Henry H. Hoyt, Jr. 72 Chairman of the Board and
Chief Executive Officer 1974
Ralph Levine 64 President and Chief Operating
Officer 1997
Paul A. Veteri 58 Executive Vice President and
Chief Financial Officer 1997
T. Rosie Albright 53 Vice President, Consumer Products, U.S. 1995
John Bridgen, Ph.D. 53 Vice President, Diagnostics, U.S. 1984
James C. Costin, M.D. 56 Vice President, Medical and
Scientific Affairs 1999
Donald R. Daoust, Ph.D . 64 Vice President, Quality Control 1978
Thomas G. Gerstmyer 57 Vice President, Pharmaceuticals, U.S. 1999
Peter J. Griffin 57 Vice President and Controller 1983
Adrian J. L. Huns 52 Vice President, International 1996
Michael J. Kopec 60 Vice President, Manufacturing 1978
Stephen R. Lang 65 Vice President, Secretary and
General Counsel 1997
Thomas B. Moorhead 66 Vice President, Human Resources 1987
C. Richard Stafford 64 Vice President, Corporate Development 1977
James L. Wagar 65 Vice President and Treasurer 1981
Mark Wertlieb 44 Vice President, Taxes 1996
</TABLE>
Each officer holds office until the first meeting of the Board of Directors
following each Annual Meeting of the Stockholders and until his successor has
been duly elected and qualified (except that the Board of Directors may at any
meeting elect additional officers), unless his term is earlier terminated
through death, resignation, removal or otherwise. The next Annual Meeting of the
Stockholders is scheduled to be held July 18, 2000.
4
<PAGE>
All executive officers have held their present office for the last five years
except those noted below:
Thomas G. Gerstmyer was appointed Corporate Vice President, Pharmaceuticals,
U.S. in January, 1999. He was appointed President, Wallace Laboratories Division
in August, 1998. Mr. Gerstmyer was previously Vice President of Marketing,
Wallace Laboratories since prior to 1995.
James C. Costin, M.D., was appointed Corporate Vice President, Medical and
Scientific Affairs in January, 1999. Dr. Costin will continue to be responsible
for the Wallace Laboratories' Research and Development department, where he was
previously Vice President, Research and Development, a position he held since
prior to 1995.
Ralph Levine was appointed President and Chief Operating Officer in April, 1997.
Mr. Levine was previously Vice President, Secretary and General Counsel since
prior to 1995.
Paul A. Veteri was appointed Executive Vice President and Chief Financial
Officer, in April, 1997. Mr. Veteri was previously Vice President and Chief
Financial Officer since prior to 1995.
Stephen R. Lang was appointed Corporate Vice President in March, 1997 and
Secretary and General Counsel in April, 1997. Mr. Lang was previously a Partner
and Chairman of the Litigation Department of Whitman Breed Abbott & Morgan LLP
since prior to 1995.
Mark Wertlieb was appointed Corporate Vice President, Taxes in August, 1996.
Mr. Wertlieb was previously a Tax Partner at KPMG LLP since prior to 1995.
T. Rosie Albright was appointed Corporate Vice President, Consumer Products,
U.S. and President, Carter Products Division, in December, 1995. Ms. Albright
was previously General Manager and Executive Vice President, Beauty Care with
Revlon, Inc. prior to 1995.
Adrian J. L. Huns was appointed Corporate Vice President, International and
President, International Division in May, 1996. Mr. Huns was Managing Director
of Carter-Wallace Ltd., a subsidiary of Carter-Wallace, Inc., since prior to
1995.
5
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information required by this item is presented on pages 1 and 7 of the 2000
Annual Report to Stockholders and is herein expressly incorporated by reference.
ITEM 6. SELECTED FINANCIAL DATA
Information required by this item is incorporated herein by reference to page 7
of the 2000 Annual Report to Stockholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
Information required by this item is incorporated herein by reference to pages 8
through 10 of the 2000 Annual Report to Stockholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT FINANCIAL MARKET RISK
A portion of the Company's revenues and earnings are exposed to changes in
foreign exchange rates. Where practical, the Company seeks to relate expected
local currency revenues with local currency costs and local currency assets with
local currency liabilities.
The Company's interest bearing investments and a portion of its debt are subject
to interest rate risk. Changes in interest rates could affect interest income
and expense in future periods. The Company invests on a short-term basis.
There has been no material impact on operations from financial market risk
exposure during the year ended March 31, 2000.
PART III
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this item is incorporated herein by reference to pages
12 through 30 of the 2000 Annual Report to Stockholders.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to Directors of the Company is incorporated by
reference to the Company's Proxy Statement, dated June 16, 2000, for the Annual
Meeting of Stockholders to be held July 18, 2000, under the captions "Stock
Ownership", "Election of Directors" and "Board of Directors and Committees".
Information with respect to Executive Officers of the Registrant is set forth
under the heading "Executive Officers of the Registrant" in Part I on pages 5
and 6 of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item is incorporated herein by reference to the
Company's Proxy Statement, dated June 16, 2000, for the Annual Meeting of
Stockholders to be held July 18, 2000, under the caption "Executive Compensation
and Other Information".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information pertaining to the security ownership of certain beneficial owners
and management is incorporated herein by reference to the Company's Proxy
Statement, dated June 16, 2000, for the Annual Meeting of Stockholders to be
held July 18, 2000, under the captions "Voting Rights" and "Stock Ownership".
6
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this item is incorporated herein by reference to the
Company's Proxy Statement, dated June 16, 2000, for the Annual Meeting of
Stockholders to be held July 18, 2000, under the caption "Election of
Directors".
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
(A)(1),(A)(2) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
The financial statements and financial statement schedule filed as part of this
report are listed or incorporated by reference in the "Index of Financial
Statements and Financial Statement Schedule" on page 14 of this Form.
(A)(3) EXHIBITS
3.1 Certificate of Incorporation, as amended, of the Company
(incorporated herein by reference to Exhibit 3.1 of the Company's
Annual Report on Form 10-K for the fiscal year ended March 31,
1992).
3.2 By-Laws of the Company, as amended through 5/15/97 (incorporated
herein by reference to Exhibit 3.2 of the Company's Annual Report
on Form 10K for the fiscal year ended March 31, 1998).
4.1 Instruments defining the rights of security holders, including
indentures -- The Company agrees to furnish to the Commission upon
request a copy of each instrument pursuant to which long-term debt
of the Company and its subsidiaries not exceeding 10% of total
assets of the Company and its consolidated subsidiaries is
authorized.
10.2 1977 Restricted Stock Award Plan, as amended (incorporated herein
by reference to Exhibit 10.2 of the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 1990).
10.3 Employees' Retirement Plan, as amended (incorporated herein by
reference to Exhibit 10.3 of the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 1993).
10.4 Description of Profit Sharing Plan
10.5 Executives' Additional Compensation Plan (incorporated herein by
reference to the description of such plan set forth in the
Company's Proxy Statement dated June 18, 1993, for the Annual
Meeting of Stockholders to be held July 20, 1993, under the
caption "Executive Compensation and Other Information").
10.6 Employment Agreement, dated June 4, 1998, between the Company and
Ralph Levine (incorporated herein by reference to Exhibit 10.6 of
the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1998).
7
<PAGE>
(A)(3) EXHIBITS (CONT'D)
10.6(A) Amendment, dated January 27, 2000, to the Employment Agreement
dated June 4, 1998 between the Company and Ralph Levine.
10.7 Employment Agreement, dated June 4, 1998, between the Company and
Paul A. Veteri (incorporated herein by reference to Exhibit 10.7
of the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1998).
10.7(A) Amendment, dated January 27, 2000, to the Employment Agreement
dated June 4, 1998 between the Company and Paul A. Veteri
10.10 Supplemental Death Benefit Agreement, as amended (incorporated
herein by reference to Exhibit 10.10 of the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1993).
10.11 Lease Agreement, dated December 2, 1988, between the Company and
Fisher - Sixth Avenue Company and Hawaiian Sixth Avenue
Corporation (incorporated herein by reference to Exhibit 10.10 of
the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1989).
10.12 Corporate Officer Medical Expense Reimbursement Plan
(incorporated herein by reference to Exhibit 10.12 of the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1993).
10.13 Executive Medical Expense Reimbursement Plan, as amended
(incorporated herein by reference to Exhibit 10.13 to the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1993).
10.14 Executive Pension Benefits Plan, as amended (incorporated herein
by reference to Exhibit 10.14 of the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 1995).
10.15 Executive Savings Plan (incorporated herein by reference to
Exhibit 10.15 of the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1995).
10.16 Amendment to Revolving Credit Agreement, dated as of October 1,
1995 (incorporated herein by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1995).
10.17 Note Agreement, dated as of December 1, 1995 (incorporated
herein by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1995).
10.18 1996 Long-Term Incentive Plan, as amended (incorporated herein
by reference to Exhibit 10.18 of the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 1999)
8
<PAGE>
(A)(3) EXHIBITS (CONT'D)
10.19 Employment Agreement, dated September 11, 1996, between the
Company and T. Rosie Albright (incorporated herein by reference
to Exhibit 10.19 of the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1997).
10.21 Letter Agreement, dated September 14, 1998, between the Company
and T. Rosie Albright (incorporated herein by reference to
Exhibit 10.21 of the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1999).
10.21(A) Amendment, dated January 27, 2000, to the Letter Agreement,
dated September 14, 1998, between the Company and T. Rosie
Albright.
10.22 Letter Agreement, dated June 4, 1998, between the Company and
Stephen R. Lang (incorporated herein by reference to Exhibit
10.22 of the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1999).
10.22(A) Amendment, dated January 27, 2000, to the Letter Agreement,
dated June 4, 1998 between the Company and Stephen R. Lang.
10.23 Consulting Agreement dated July 21, 1999 between the Company
and Henry H. Hoyt, Jr.
10.23(A) Amendment, dated January 27, 2000, to the Consulting Agreement
dated July 21, 1999 between the Company and Henry H. Hoyt, Jr.
10.24 Letter Agreement, dated January 1, 1999 between the Company
and Thomas G. Gerstmyer.
10.24(A) Amendment, dated January 27, 2000, to the Letter Agreement
dated January 1,1999, between the Company and Thomas G.
Gerstmyer
13 Annual Report to Stockholders for the fiscal year ended March
31, 2000
21 Subsidiaries.
23 KPMG LLP Independent Auditors' Consent
27 Financial Data Schedule (EDGAR filing only)
(B) REPORTS ON FORM 8-K
No reports on Form 8-K have been filed during the quarter ended
March 31, 2000.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
CARTER-WALLACE, INC.
(Registrant)
DATED: June 13, 2000 BY: /s/Ralph Levine
------------- -------------------
Ralph Levine
President and Chief
Operating Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the respective dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Henry H. Hoyt, Jr. Chairman of the Board and June 13, 2000
------------------------- Chief Executive Officer,
Henry H. Hoyt, Jr. Director (Principal Execu-
tive Officer)
/s/ David M. Baldwin Director June 13, 2000
--------------------------
David M. Baldwin
/s/ Dr. Richard L. Cruess Director June 13, 2000
--------------------------
Dr. Richard L. Cruess
/s/ Suzanne H. Garcia Director June 13, 2000
--------------------------
Suzanne H. Garcia
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Scott C. Hoyt Director June 13, 2000
-------------------------
Scott C. Hoyt
/s/ Ralph Levine President and Chief June 13, 2000
------------------------- Operating Officer,
Ralph Levine Director
/s/ Herbert M. Rinaldi Director June 13, 2000
-------------------------
Herbert M. Rinaldi
/s/ Paul A. Veteri Executive Vice President June 13, 2000
------------------------- and Chief Financial Officer,
Paul A. Veteri Director (Principal Financial
Officer)
/s/ Peter J. Griffin Vice President and June 13, 2000
------------------------- Controller (Principal
Peter J. Griffin Accounting Officer)
</TABLE>
11
<PAGE>
CARTER-WALLACE, INC. AND SUBSIDIARIES
INDEX OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
The consolidated financial statements and the related report of KPMG LLP dated
May 10, 2000 appearing on pages 12 through 30 of the 2000 Annual Report to
Stockholders are incorporated herein by reference in this Form 10-K Annual
Report.
The following are set forth in this Annual Report on Form 10-K:
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INDEPENDENT AUDITORS' REPORT ON FINANCIAL
STATEMENT SCHEDULE 15
SCHEDULE II - Valuation and qualifying accounts for each
of the three years ended March 31, 2000 16
</TABLE>
All other financial statement schedules are omitted because they are not
applicable or not required or because the information is included in the
consolidated financial statements or related notes.
13
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Carter-Wallace, Inc.:
Under date of May 10, 2000, we reported on the consolidated balance sheets of
Carter-Wallace, Inc. and subsidiaries as of March 31, 2000 and 1999, and the
related consolidated statements of earnings, retained earnings and comprehensive
earnings, and cash flows, for each of the years in the three-year period ended
March 31, 2000, as contained in the 2000 Annual Report to Stockholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the Annual Report on Form 10-K for the year ended March 31, 2000.
In connection with our audits of the aforementioned consolidated financial
statements, we also audited the related financial statement schedule as listed
in the accompanying index. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
KPMG LLP
New York, New York
May 10, 2000
14
<PAGE>
SCHEDULE II
CARTER-WALLACE, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
Three Years Ended March 31, 2000
(in thousands of dollars)
<TABLE>
<CAPTION>
Charged to
Balance at costs and Charged Balance
beginning expenses or to other at end
Description of period revenues accounts Deductions of period
----------- --------- -------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
YEAR ENDED MARCH 31, 2000
Deducted from assets
to which they apply:
Allowance for
doubtful accounts $ 5,963 $ 1,063 $ -- $ 354(a) $ 6,672
Allowance for cash
discounts 1,452 9,983 -- 10,077(b) 1,358
------- ------- ------- ------- -------
$ 7,415 $11,046 $ -- $10,431 $ 8,030
------- ------- ------- ------- -------
YEAR ENDED MARCH 31, 1999
Deducted from assets
to which they apply:
Allowance for
doubtful accounts $ 5,716 $ 752 $ -- $ 505(a) $ 5,963
Allowance for cash
discounts 1,590 8,737 -- 8,875(b) 1,452
------- ------- ------- ------- -------
$ 7,306 $ 9,489 $ -- $ 9,380 $ 7,415
------- ------- ------- ------- -------
YEAR ENDED MARCH 31, 1998:
Deducted from assets
to which they apply:
Allowance for
doubtful accounts $ 5,314 $ 1,134 $ -- $ 732(a) $ 5,716
Allowance for cash
discounts 1,416 8,741 -- 8,567(b) 1,590
------- ------- ------- ------- -------
$ 6,730 $ 9,875 $ -- $ 9,299 $ 7,306
------- ------- ------- ------- -------
</TABLE>
NOTES:
(A) Accounts written off and recovered.
(B) Net discounts allowed to customers.
15
