|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: SEPARATE ACCOUNTS D E F OF ALLMERICA FIN LIFE INS & ANNU CO, N-30D, 1996-03-08 |
Next: SUMMIT BANCORPORATION, 15-12G, 1996-03-08 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): FEBRUARY 23, 1996
JOHNSON & JOHNSON
(Exact name of registrant as specified in its charter)
NEW JERSEY 1-3215 22-1024240
(State or other (Commission (I.R.S. employer
jurisdiction File Number) Identification No.)
of incorporation)
ONE JOHNSON & JOHNSON PLAZA, NEW BRUNSWICK, NEW JERSEY 08933
(Address of principal executive offices) (zip code)
Registrant's telephone number including area code: (908) 524-0400
<PAGE> 2
Item 2. Acquisition or Disposition of Assets
On February 23, 1996, Johnson & Johnson ("J&J") and Cordis Corporation
("Cordis") announced that Cordis shareholders voted that day at a special
meeting to approve the previously announced merger agreement between the two
companies. Shortly after the affirmative vote, the merger was completed. J&J
common stock issued in the merger for each Cordis share is the result of
dividing $109 by the average of the closing prices per share of J&J common
stock for the 10 trading days prior to the completion of the merger on February
23, 1996. This resulted in an exchange ratio of 1.1292 shares of J&J stock for
each share of Cordis stock. Cordis had approximately 16.5 million shares
outstanding on February 23, 1996 and 18.0 million shares outstanding on a fully
diluted basis, giving the merger a total value, net of cash, of approximately
$1.8 billion. The Pro Forma Combined Condensed Financial Information contained
in this Form 8-K reflects the actual 10 day average J&J closing price of
$96.525 per share and the issuance of approximately 18.7 million shares of J&J
common stock held in treasury. The merger is assumed to be accounted for as a
pooling-of-interests, with the results of Cordis included in J&J's financial
statements.
2
<PAGE> 3
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
(1) Description of Unaudited Pro Forma
Combined Condensed Financial Information 4
(2) Unaudited Pro Forma Combined Condensed
Statement of Earnings for the nine months
ended October 1, 1995 5
(3) Unaudited Pro Forma Combined Condensed
Statement of Earnings for the year ended
January 1, 1995 6
(4) Unaudited Pro Forma Combined Condensed
Statement of Earnings for the year ended
January 2, 1994 7
(5) Unaudited Pro Forma Combined Condensed
Statement of Earnings for the year ended
January 3, 1993 8
(6) Unaudited Pro Forma Combined Condensed
Balance Sheet as of October 1, 1995 9
</TABLE>
(c) Exhibits
(2) The Agreement and Plan of Merger, Dated as of
November 12, 1995 (as amended by the First Amendment
thereto dated as of December 27, 1995) Among Johnson
& Johnson, JNJ Merger Corp., and Cordis Corporation
are incorporated by reference to Registrants
Registration Statement on Form S-4, No. 333-391, as
filed with the Securities and Exchange Commission on
January 23, 1996.
3
<PAGE> 4
DESCRIPTION OF UNAUDITED PRO FORMA COMBINED CONDENSED
FINANCIAL INFORMATION
The following Unaudited Pro Forma Combined Condensed Financial Information
should be read in conjunction with the audited financial statements, including
the notes thereto, of Johnson & Johnson (J&J) as of January 1, 1995, January 2,
1994, and January 3, 1993 that are contained in J&J's Annual Reports and of
Cordis Corporation (Cordis) as of June 30, 1995, June 30, 1994 and June 30,
1993 that are contained in Cordis' Annual Reports and with the unaudited
financial statements, including the notes thereto, of J&J that are contained in
J&J's Report in Form 10-Q for the quarter ended October 1, 1995 and of Cordis
that are contained in Cordis' Report on Form 10-Q for the quarter ended
September 30, 1995, which reports are incorporated by reference in this Form
8-K. Cordis acquired Webster Laboratories, Inc in April, 1994 and accounted
for the combination as a pooling of interests. The Unaudited Pro Forma Combined
Statements of Earnings for the twelve months ended January 2, 1994 and the
twelve months ended January 3, 1993 are based on the restated Quarterly
financial data contained in Cordis' annual report as of June 30, 1994. Upon
consummation of the merger, the fiscal year end of Cordis will be changed to
the J&J fiscal year end. The pro forma information is presented for
illustrative purposes only and is not necessarily indicative of the operating
results or financial position that would have occurred if the merger had been
consummated, nor is it necessarily indicative of future operating results or
financial position.
The accompanying Unaudited Pro Forma Combined Condensed Financial Information
reflect a $109 stock-for-stock merger in which all outstanding Cordis shares
will be exchanged for common stock of J&J held in treasury. The amount of J&J
common stock exchanged is obtained by dividing $109 by the average of the
closing price per share of common stock of J&J for the ten trading days
immediately preceding consummation of the stock-for-stock merger. The Pro
Forma Combined Condensed Financial Information reflects the actual 10 day
average J&J closing price of $96.525 per share. The number of shares of common
stock of J&J exchanged for each outstanding share of Cordis, therefore, is
1.1292 (the "Exchange Ratio") or 18.7 million treasury shares issued.
4
<PAGE> 5
JOHNSON & JOHNSON
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS (a)
(In Millions, Except Per Share Amounts)
<TABLE>
<CAPTION>
JOHNSON & CORDIS
JOHNSON CORPORATION (b) PRO PRO
NINE MONTHS NINE MONTHS FORMA FORMA
ENDING 10/1/95 ENDING 9/30/95 ADJUSTMENTS COMBINED
-------------- -------------- ----------- --------
<S> <C> <C> <C> <C>
Sales to Customers $13,996 $ 363 $14,359
Cost of Products Sold 4,552 146 4,698
Selling, Marketing and
Administrative Expense 5,434 119 5,553
Research Expense 1,128 29 1,157
Other Expense, Net 158 5 163
------- ------ -------- -------
Total Costs and Expenses 11,272 299 11,571
------- ------ -------- -------
Earnings Before Provision for
Taxes on Income 2,724 64 2,788
------- ------ -------- -------
Provision for Taxes on Income 786 23 809
------- ------ -------- -------
Net Earnings $ 1,938 $ 41 $ 1,979
======= ====== ======== =======
Net Earnings Per Share $3.00 $2.40 $2.98
======= ====== =======
Weighted Average
Number of Common
Shares Outstanding (c) 645.5 17.0 664.2
======= ====== =======
</TABLE>
(a) The Unaudited Pro Forma Combined Condensed Statements of Earnings give
effect to the merger under the pooling-of-interests accounting method,
after giving effect to the Exchange Ratio.
(b) Represents the historical consolidated unaudited results of Cordis for
the following quarters: third and fourth quarter of fiscal 1995 and
first quarter of fiscal 1996.
(c) Pro Forma combined earnings per share amount is based on the weighted
average number of J&J shares outstanding for the period presented plus
the 18.7 million shares to be issued in the transaction.
5
<PAGE> 6
JOHNSON & JOHNSON
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS (a)
(In Millions, Except Per Share Amounts)
<TABLE>
<CAPTION>
JOHNSON & CORDIS
JOHNSON CORPORATION (b) PRO PRO
12 MONTHS 12 MONTHS FORMA FORMA
ENDING 1/1/95 ENDING 12/31/94 ADJUSTMENTS COMBINED
------------- --------------- ----------- --------
<S> <C> <C> <C> <C>
Sales to Customers $15,734 $ 387 $16,121
Cost of Products Sold 5,299 153 5,452
Selling, Marketing and
Administrative Expense 6,350 132 6,482
Research Expense 1,278 30 1,308
Other Expense, Net 126 2 128
------- ------ -------- -------
Total Costs and Expenses 13,053 317 13,370
------- ------ -------- -------
Earnings Before Provision for
Taxes on Income 2,681 70 2,751
------- ------ -------- -------
Provision for Taxes on Income 675 26 701
------- ------ -------- -------
Net Earnings $ 2,006 $ 44 $ 2,050
======= ====== ======== =======
Net Earnings Per Share $3.12 $2.66 $3.10
======= ====== =======
Weighted Average
Number of Common
Shares Outstanding (c) 643.1 16.6 661.8
======= ====== =======
</TABLE>
(a) The Unaudited Pro Forma Combined Condensed Statements of Earnings give
effect to the merger under the pooling-of-interests accounting method,
after giving effect to the Exchange Ratio.
(b) The historical consolidated results of Cordis for a fiscal year ending
December 31, 1994 were derived using Cordis' first and second quarter data
for the fiscal year ended June 30, 1995 and adding the third and fourth
quarter data for the fiscal year ending June 30, 1994.
(c) Pro Forma combined earnings per share amount is based on the weighted
average number of J&J shares outstanding for the period presented plus the
18.7 million shares to be issued in the transaction.
6
<PAGE> 7
JOHNSON & JOHNSON
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS (a)
(In Millions, Except Per Share Amounts)
<TABLE>
<CAPTION>
JOHNSON & CORDIS
JOHNSON CORPORATION (b) PRO PRO
12 MONTHS 12 MONTHS FORMA FORMA
ENDING 1/2/94 ENDING 12/31/93 ADJUSTMENTS COMBINED
------------- --------------- ----------- --------
<S> <C> <C> <C> <C>
Sales to Customers $14,138 $ 290 $14,428
========
Earnings before cumulative
effect of accounting change $ 1,787 $ 35 $ 1,822
======= ==== ======== =======
Net Earnings $ 1,787 $ 45 $ 1,832
======= ====== ======== =======
Earnings Per Share
before cumulative effect
of accounting change $2.74 $2.15 $2.72
======= ===== ======== =====
Net Earnings Per Share
after cumulative effect
of accounting change $2.74 $2.77 $2.73
======= ===== ======== =====
Weighted Average
Number of Common
Shares Outstanding (c) 651.7 16.4 670.4
======= ====== ======== =======
</TABLE>
(a) The Unaudited Pro Forma Combined Condensed Statements of Earnings give
effect to the merger under the pooling-of-interests accounting method,
after giving effect to the Exchange Ratio.
(b) The historical consolidated results of Cordis for a fiscal year ending
December 31, 1993 were derived using Cordis' first and second quarter
data for the fiscal year ended June 30, 1994 and adding the third and
fourth quarter data for the fiscal year ending June 30, 1993.
(c) Pro Forma combined earnings per share amount is based on the weighted
average number of J&J shares outstanding for the period presented plus
the 18.7 million shares to be issued in the transaction.
7
<PAGE> 8
JOHNSON & JOHNSON
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS (a)
(In Millions, Except Per Share Amounts)
<TABLE>
<CAPTION>
JOHNSON & CORDIS
JOHNSON CORPORATION (b) PRO PRO
12 MONTHS 12 MONTHS FORMA FORMA
ENDING 1/3/93 ENDING 12/31/92 ADJUSTMENTS COMBINED
------------- --------------- ----------- --------
<S> <C> <C> <C> <C>
Sales to Customers $13,753 $ 251 $14,004
==========
Earnings before cumulative
effect of accounting change $ 1,625 $ 29 $ 1,654
======= ==== ========== =======
Net Earnings $ 1,030 $ 29 $ 1,059
======= ====== ========== =======
Earnings Per Share
before cumulative effect
of accounting change $2.46 $1.81 $2.44
======= ===== ========== =====
Net Earnings Per Share
after cumulative effect
of accounting change $1.56 $1.81 $1.56
======= ===== ========== =====
Weighted Average
Number of Common
Shares Outstanding (c) 659.5 15.8 678.2
======= ====== ========== =======
</TABLE>
(a) The Unaudited Pro Forma Combined Condensed Statements of Earnings give
effect to the merger under the pooling-of-interests accounting method,
after giving effect to the Exchange Ratio.
(b) The historical consolidated results of Cordis for a fiscal year ending
December 31, 1992 were derived using Cordis' restated first and second
quarter data for the fiscal year ended June 30, 1993 as contained in the
1994 annual report and adding the third and fourth quarter data, as
reported, of the Cordis fiscal year ending June 30, 1992.
(c) Pro Forma combined earnings per share amount is based on the weighted
average number of J&J shares outstanding for the period presented plus the
18.7 million shares to be issued in the transaction.
8
<PAGE> 9
JOHNSON & JOHNSON
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
(In Millions)
<TABLE>
<CAPTION>
JOHNSON & CORDIS PRO PRO
JOHNSON CORPORATION FORMA FORMA
AS OF 10/1/95 AS OF 9/30/95 ADJUSTMENTS(a) COMBINED
------------- ------------- ----------- --------
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash & Cash Equivalents $ 1,293 $ 93 $ 1,386
Marketable Securities 45 - 45
Accounts Receivable - Trade, Net 3,073 107 3,180
Inventories 2,374 59 2,433
Other Current Assets 1,299 27 1,326
------- ---- ------ -------
Total Current Assets 8,084 286 8,370
Marketable Securities - Non Current 399 - 399
Property, Plant, and Equipment, Net 4,944 90 5,034
Intangible Assets, Net 2,849 - 2,849
Other Assets 1,413 36 1,449
------- ---- ------ -------
Total Assets $17,689 $412 $18,101
======= ==== ====== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Loans and Notes Payable $ 409 $ 9 $ 418
Accounts Payable 1,118 14 1,132
Accrued and Other Liabilities 2,784 70 2,854
------- ---- ------ -------
Total Current Liabilities 4,311 93 4,404
Long Term Debt 2,108 1 2,109
Other Liabilities 2,358 17 2,375
------- ---- ------ -------
Total Liabilities 8,777 111 8,888
------- ---- ------ -------
Stockholders' Equity:
Common Stock 767 16 (16) 767
Additional Capital 81 (81) -
Notes Receivable from Employee
Stock Ownership Plan (64) - - (64)
Cumulative Translation Adjustment 237 18 - 255
Unrealized gain on investment - 5 (5) -
Retained Earnings 10,278 181 (705) 9,754
Less: Common Stock Held in Treasury 2,306 (807) 1,499
------- ---- ------ -------
Total Stockholders' Equity 8,912 301 0 9,213
------- ---- ------ -------
Total Liabilities and
Stockholders' Equity $17,689 $412 $ 0 $18,101
======= ==== ====== =======
</TABLE>
(a) Reflects adjustments to record the issuance of 18.7 million treasury
shares.
9
<PAGE> 10
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 7, 1996 JOHNSON & JOHNSON
By: /s/ John A. Papa
-----------------
John A. Papa
Assistant Treasurer
10
|
|