As filed with the Securities and Exchange Commission on December 29, 1999
Registration No. 333-91349
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Johnson & Johnson
(Exact name of registrant as specified in its charter)
New Jersey One Johnson & Johnson Plaza 22-1024240
(State or other New Brunswick, New Jersey 08933 (I.R.S. Employer
jurisdiction (Address, including zip code, and Identification No.)
of incorporation or telephone number, including area
organization) code, of registrant's principal
executive offices)
-----------------------------------
Kenneth A. Berlin, Esq.
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
Telephone: (732) 524-0400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------------
Copies to:
Robert A. Kindler, Esq.
Robert I. Townsend, III, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
----------------------------------
Approximate date of commencement of proposed sale to the public: From
time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. | |
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. | | ________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. | | ________ If delivery of the prospectus is expected
to be made pursuant to Rule 434, please check the following box. | |
----------------------------------
The Registrant hereby amends this 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
Johnson & Johnson
792,660 Shares
Common Stock
$61,107,000
Guarantees
On October 6, 1999, Centocor, Inc. became a wholly owned subsidiary
of Johnson & Johnson through the merger of a wholly owned subsidiary of
Johnson & Johnson with and into Centocor, and each outstanding share of
Centocor common stock was converted into 0.639 shares of Johnson & Johnson
common stock. In connection with the merger, Centocor's 4 3/4% Convertible
Subordinated Debentures due 2005 became convertible into shares of Johnson &
Johnson common stock at a conversion price of $77.091 per share, subject to
anti-dilution adjustments, and Johnson & Johnson issued its subordinated
guarantees of the Centocor debentures.
This prospectus relates to 792,660 shares of Johnson & Johnson common
stock issuable upon conversion of Centocor debentures held by certain selling
securityholders, plus such additional indeterminate number of shares of
Johnson & Johnson common stock as may become issuable upon conversion of the
Centocor debentures as a result of anti-dilution adjustments. The shares of
Johnson & Johnson common stock issuable upon conversion of the Centocor
debentures may be sold from time to time by or on behalf of the selling
securityholders named in this prospectus or in supplements to this prospectus.
This prospectus also relates to Johnson & Johnson's subordinated
guarantees of $61,107,000 aggregate principal amount of the Centocor
debentures held by certain selling securityholders. The Johnson & Johnson
guarantees are embodied in the first supplemental indenture to the indenture
governing the Centocor debentures and may be sold together with the associated
Centocor debentures from time to time by or on behalf of the selling
securityholders named in this prospectus or in supplements to this prospectus.
The selling securityholders may sell all or a portion of the shares from
time to time on the New York Stock Exchange, in negotiated transactions or
otherwise, and at prices which will be determined by the prevailing market
price for the shares or in negotiated transactions. The selling
securityholders may sell all or a portion of the Johnson & Johnson guarantees,
together with the associated Centocor debentures, in negotiated transactions
or otherwise, and at prices which will be determined in negotiated
transactions.
The selling securityholders will receive all of the proceeds from the
sale of shares of Johnson & Johnson common stock and the Johnson & Johnson
guarantees offered by this prospectus. Johnson & Johnson will not receive any
proceeds of the sale of the shares or the guarantees by the selling
securityholders.
Johnson & Johnson common stock is listed on the New York Stock Exchange
under the trading symbol "JNJ" and on December 28, 1999, its closing price was
$95.9375 per share as reported in The Wall Street Journal.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is accurate or adequate. Any representation to the contrary is
a criminal offense.
The date of this prospectus is December 29, 1999.
<PAGE>
TABLE OF CONTENTS
Page
----
Additional Information................................................ 3
Johnson & Johnson..................................................... 4
Ratio of Earnings to Fixed Charges.................................... 4
Use of Proceeds....................................................... 5
Description of Johnson & Johnson Common Stock......................... 5
Description of Johnson & Johnson Guarantees........................... 7
Selling Securityholders............................................... 8
Plan of Distribution.................................................. 10
U.S. Income Tax Consequences.......................................... 11
Legal Matters......................................................... 13
Experts............................................................... 13
Where You Can Find More Information................................... 14
Special Note Regarding Forward-Looking Statements..................... 15
<PAGE>
ADDITIONAL INFORMATION
This prospectus incorporates important business and financial
information about Johnson & Johnson that are not included in or delivered with
this prospectus. This information is available to you without charge upon your
written or oral request. You can obtain documents incorporated by reference in
this prospectus by requesting them in writing or by telephone from Johnson &
Johnson at the following address and telephone number:
JOHNSON & JOHNSON
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Attention: Corporate Secretary's Office
Telephone: (732) 524-2455
See "Where You Can Find More Information" on page 14.
3
<PAGE>
JOHNSON & JOHNSON
We manufacture and sell a broad range of products in the health care
field in many countries of the world. Our primary interest, both historically
and currently, has been in products related to health and well-being. Johnson
& Johnson was organized in the State of New Jersey in 1887.
Our worldwide business is divided into three segments: consumer,
pharmaceutical and professional. The consumer segment's principal products are
personal care and hygienic products, including oral and baby care products,
first aid products, nonprescription drugs, sanitary protection products and
adult skin and hair care products. These products are marketed principally to
the general public and distributed both to wholesalers and directly to
independent and chain retail outlets.
The pharmaceutical segment's principal worldwide franchises are in
the allergy, anti-infective, antifungal, antianemia, central nervous system,
contraceptive, dermatology, gastrointestinal and pain management fields. These
products are distributed both directly and through wholesalers for use by
health care professionals and the general public.
The professional segment includes suture and mechanical wound
closure products, minimally invasive surgical instruments, diagnostic
products, cardiology products, disposable contact lenses, surgical
instruments, orthopaedic joint replacements and products for wound management
and infection prevention and other medical equipment and devices. These
products are used principally in the professional fields by physicians,
nurses, therapists, hospitals, diagnostic laboratories and clinics.
Distribution to these markets is done both directly and through surgical
supply and other dealers.
We further categorize our sales and operating profit by major
geographic areas of the world. Our international business is conducted by
subsidiaries manufacturing in 36 countries outside the United States and
selling in over 175 countries throughout the world. The products sold in the
international business include not only those which were developed in the
United States but also those which were developed by subsidiaries abroad.
Our principal executive offices are located at One Johnson & Johnson
Plaza, New Brunswick, New Jersey 08933. Our telephone number is (732)
524-2455.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges represents our historical
ratio and is calculated on a total enterprise basis. The ratio is computed by
dividing the sum of earnings before provision for taxes and fixed charges
(excluding capitalized interest) by fixed charges. Fixed charges represent
interest (including capitalized interest) and amortization of debt discount
and expense and the interest factor of all rentals, consisting of an
appropriate interest factor on operating leases. The ratios of earnings to
fixed charges set forth below have been derived from Johnson & Johnson's
supplemental financial statements contained in Johnson & Johnson's Current
Report on Form 8-K filed with the Securities and Exchange Commission on
December 14, 1999, which give retroactive effect to Johnson & Johnson's merger
with Centocor. The merger was accounted for using the pooling of interests
method of accounting.
<TABLE>
<CAPTION>
Fiscal
Quarter Fiscal Year Ended
Ended -------------------------------------------------------------------------
October 3, January 3, December 28, December 29, December 31, January 1,
1999 1999 1997 1996 1995 1995
---------- ---------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges...... 18.36 15.57(1) 19.71 15.79 11.39 9.39
</TABLE>
- ---------------
(1) 1998 earnings include charges related to restructuring of $613
million and in-process research and development charges of $298
million. Excluding the effect of these charges, the ratio of
earnings to fixed charges would have been 18.80.
4
<PAGE>
USE OF PROCEEDS
The selling securityholders will receive all of the proceeds of the
sale of the shares of Johnson & Johnson common stock and the Johnson & Johnson
guarantees offered by this prospectus. Johnson & Johnson will not receive any
proceeds of the sale of the shares or the guarantees by the selling
securityholders.
DESCRIPTION OF JOHNSON & JOHNSON COMMON STOCK
The following summary of Johnson & Johnson common stock is subject
in all respects to applicable New Jersey law, the Johnson & Johnson restated
certificate of incorporation, as amended, and the Johnson & Johnson bylaws.
See "Where You Can Find More Information".
General
The total authorized shares of capital stock of Johnson & Johnson
consist of (1) 2,160,000,000 shares of common stock, $1.00 par value per
share, and (2) 2,000,000 shares of preferred stock, without par value. At the
close of business on November 1, 1999, 1,390,555,974 shares of Johnson &
Johnson common stock were issued and outstanding and no shares of Johnson &
Johnson preferred stock were issued and outstanding.
The Johnson & Johnson board is authorized to provide for the
issuance from time to time of Johnson & Johnson preferred stock in series and,
as to each series, to fix the designation, the dividend rate and the
preferences, if any, which dividends on that series will have compared to any
other class or series of capital stock of Johnson & Johnson, the voting
rights, if any, the voluntary and involuntary liquidation prices, the
conversion or exchange privileges, if any, applicable to that series and the
redemption price or prices and the other terms of redemption, if any,
applicable to that series. Cumulative dividends, dividend preferences and
conversion, exchange and redemption provisions, to the extent that some or all
of these features may be present when shares of Johnson & Johnson preferred
stock are issued, could have an adverse effect on the availability of earnings
for distribution to the holders of Johnson & Johnson common stock or for other
corporate purposes.
Board of Directors
The Johnson & Johnson restated certificate of incorporation, as
amended, and the Johnson & Johnson bylaws provide that the total number of
Johnson & Johnson directors will be not less than 9 or more than 18 as
determined by the Johnson & Johnson board from time to time. Johnson & Johnson
currently has 14 directors. All directors are elected at each annual meeting
of shareholders to serve until the next annual meeting. The Johnson & Johnson
bylaws do not provide for cumulative voting in the election of directors.
Dividends
The Johnson & Johnson restated certificate of incorporation, as
amended, provides that the Johnson & Johnson board may from time to time
declare dividends on its outstanding shares in accordance with the New Jersey
Business Corporation Act (the "NJBCA").
Voting Rights; Required Vote for Authorization of Certain Actions
Each holder of Johnson & Johnson common stock is entitled to one
vote for each share held of record and may not cumulate votes for the election
of directors.
Merger or Consolidation. Under the NJBCA, the consummation of a
merger or consolidation of a New Jersey corporation organized prior to January
1, 1969, such as Johnson & Johnson, requires
5
<PAGE>
the approval of such corporation's board of directors and the affirmative vote
of two-thirds of the votes cast by the holders of shares of the corporation
entitled to vote thereon; provided that no such approval and vote are required
if such corporation is the surviving corporation and
o such corporation's certificate of incorporation is not amended
o the stockholders of the surviving corporation whose shares were
outstanding immediately before the effective date of the merger
will hold the same number of shares, with identical
designations, preferences, limitations, and rights, immediately
after and
o the number of voting shares and participation shares
outstanding after the merger will not exceed by 40% the total
number of voting or participating shares of the surviving
corporation before the merger
Similarly, a sale of all or substantially all of such corporation's assets
other than in the ordinary course of business, or a voluntary dissolution of
such corporation, requires the approval of such corporation's board of
directors and the affirmative vote of two-thirds of the votes cast by the
holders of shares of such corporation entitled to vote thereon.
Business Combinations. Under the NJBCA, no New Jersey corporation
may engage in any "business combination" with any interested shareholder
(generally, a 10% or greater shareholder) for a period of five years following
such interested shareholder's stock acquisition, unless such business
combination is approved by the board of directors of such corporation prior to
the stock acquisition.
Under the NJBCA, "business combination" includes:
o any merger or consolidation of a resident domestic corporation
or one of its subsidiaries:
o with an interested shareholder or
o with any corporation which is, or would be after such
merger or consolidation, an affiliate or associate of an
interested shareholder
o any transfer or other disposition to or with an interested
shareholder or any affiliate or associate of an interested
shareholder of at least 10% of (1) the assets, (2) the
outstanding shares or (3) the earning power or income on a
consolidated basis, of such resident domestic corporation and
o other specified self-dealing transactions between such resident
domestic corporation and an interested shareholder or any
affiliate or associate thereof
In addition, no resident domestic corporation may engage, at any
time, in any business combination with any interested shareholder of such
corporation other than:
o a business combination approved by the board of directors of
such corporation prior to the stock acquisition
o a business combination approved by the affirmative vote of the
holders of two-thirds of the voting stock not beneficially
owned by such interested shareholder at a meeting called for
such purpose or
o a business combination in which the interested shareholder
meets certain fair price criteria
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<PAGE>
In addition to the requirement under the NJBCA regarding business
combinations with an interested shareholder, the Johnson & Johnson restated
certificate of incorporation prohibits Johnson & Johnson from engaging in any
"business combination" with any interested shareholder (generally, a 10% or
greater shareholder) without (1) the affirmative vote of at least 80% of the
holders of Johnson & Johnson voting stock, voting together as a single class,
and (2) the affirmative vote of a majority of the combined votes entitled to
be cast by "disinterested shareholders" (as defined in the Johnson & Johnson
restated certificate of incorporation), voting together as a single class;
provided that any business combination will require only the approval required
under the NJBCA if, among other things, such business combination has been
approved at any time by a majority of the "continuing directors" (as defined
in the Johnson & Johnson restated certificate of incorporation) and certain
fair price requirements are met.
The Johnson & Johnson restated certificate of incorporation defines
"business combination" to include:
o any merger or consolidation of Johnson & Johnson
o with an interested shareholder or
o with any other corporation which is, or after such merger
or consolidation would be, an affiliate or associate of an
interested shareholder
o any transfer or other disposition to or with any interested
shareholder or any affiliate or associate of an interested
shareholder of any assets or securities of Johnson & Johnson or
any of its subsidiaries having an aggregate fair market value
of 5% of the total assets of Johnson & Johnson and its
subsidiaries
o the adoption of a plan of liquidation of Johnson & Johnson
proposed by an interested shareholder or any affiliate or
associate of an interested shareholder and
o any transaction which increases the capital stock beneficially
owned by an interested shareholder or any affiliate or
associate of an interested shareholder
DESCRIPTION OF JOHNSON & JOHNSON GUARANTEES
The following summary of the Johnson & Johnson guarantees is subject
in all respects to the first supplemental indenture dated as of October 6,
1999, among Centocor, Johnson & Johnson and United States Trust Company of New
York, as Trustee, to the indenture dated as of February 20, 1998, between
Centocor and United States Trust Company of New York, as Trustee, governing
the Centocor debentures. See "Where You Can Find More Information".
Johnson & Johnson has unconditionally and irrevocably guaranteed:
o the full and punctual payment of principal of, premium, if any, and
interest on the Centocor debentures when due, whether at maturity, by
acceleration, by redemption or otherwise, and all other monetary
obligations of Centocor under the indenture and the Centocor debentures
and
o the full and punctual performance within applicable grace periods of all
other obligations of Centocor under the indenture and the Centocor
debentures
The Johnson & Johnson guarantees constitute a guarantee of payment,
performance and compliance when due and not a guarantee of collection.
Our obligations under the Johnson & Johnson guarantees are
subordinated in right of payment to all our senior indebtedness that is
currently outstanding or that we may incur in the future. As of
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<PAGE>
November 1, 1999, our aggregate outstanding senior indebtedness was
approximately $3,044,190,000. The terms of the indenture, the first
supplemental indenture and the Centocor debentures do not limit our ability to
incur additional senior indebtedness.
The Johnson & Johnson guarantees are in uncertificated form and are
embodied in the first supplemental indenture.
SELLING SECURITYHOLDERS
The Centocor debentures originally were issued and sold by Centocor
on February 20, 1998 in a private offering to Morgan Stanley & Co.
Incorporated, as the initial purchaser, and were simultaneously resold by the
initial purchaser in transactions exempt from the registration requirements of
the Securities Act of 1933, to persons reasonably believed by the initial
purchaser to be "qualified institutional buyers" (as defined in Rule 144A
under the Securities Act of 1933) or institutional "accredited investors" (as
defined in Rule 501 under the Securities Act of 1933).
On July 7, 1998, a registration statement on Form S-3 filed by
Centocor to register resales of the Centocor debentures and Centocor common
stock then issuable upon conversion of the Centocor debentures was declared
effective by the Securities and Exchange Commission. On October 6, 1999,
Centocor became a wholly owned subsidiary of Johnson & Johnson through the
merger of a wholly owned subsidiary of Johnson & Johnson with and into
Centocor, and each outstanding share of Centocor common stock was converted
into 0.639 shares of Johnson & Johnson common stock. In connection with the
merger, Centocor's 4 3/4% Convertible Subordinated Debentures due 2005 became
convertible into shares of Johnson & Johnson common stock at a conversion
price of $77.091 per share, subject to anti-dilution adjustments, and Johnson
& Johnson issued its subordinated guarantee of the Centocor debentures.
The selling securityholders hold Centocor debentures and may from
time to time offer and sell pursuant to this prospectus any or all of the
shares of Johnson & Johnson issuable upon conversion of their Centocor
debentures or the Johnson & Johnson guarantees associated with the Centocor
debentures held by the selling securityholders. The term "selling
securityholders" includes the holders listed below and the beneficial owners
of the shares of Johnson & Johnson common stock and Johnson & Johnson
guarantees listed in this prospectus and their transferees, pledgees, donees
or other successors.
The following table sets forth (1) the number of shares of Johnson &
Johnson common stock which the selling securityholders owned or had the right
to acquire upon conversion of the Centocor debentures held by the selling
securityholders as of November 1, 1999, (2) the number of shares of Johnson &
Johnson common stock that may be offered and sold pursuant to this prospectus,
(3) the principal amount of the Johnson & Johnson guarantees associated with
the Centocor debentures held by the selling securityholders as of November 1,
1999, (4) the percentage of the aggregate principal amount of Johnson &
Johnson guarantees outstanding as of November 1, 1999, represented by that
principal amount of Johnson & Johnson guarantees and (5) the principal amount
of the Johnson & Johnson guarantees that may be offered and sold pursuant to
this prospectus. As of November 1, 1999, none of the selling securityholders
beneficially owned 1% or more of the outstanding shares of Johnson & Johnson
common stock.
8
<PAGE>
<TABLE>
<CAPTION>
Common Stock Guarantees
------------------------------- -----------------------------------------------
Number of Principal Principal
Shares Shares Amount Percentage of Amount
Name of Selling Beneficially Registered for Beneficially Outstanding Registered for
Securityholder Owned (1) Sale Hereby(2) Owned($) Guarantees Sale Hereby($)
-------------- ------------ -------------- ------------ ------------- --------------
<S> <C> <C> <C> <C> <C>
Alexandra Global Investment Fund I 25,943 25,943 2,000,000 * 2,000,000
Ltd.
Atlantic Trust Company 1,284,714 1,945 150,000 * 150,000
BNP Arbitrage SNC 326,344 6,485 1,000,000 * 500,000
Chrysler Corporation Master Retirement 36,384 12,971 2,805,000 * 1,000,000
Trust
The Class IC Company, Ltd. 25,942 12,971 2,000,000 * 1,000,000
Delta Air Lines Master Trust 14,008 2,788 1,080,000 * 215,000
Deutsche Bank Securities Inc. 26,540 26,540 2,046,000 * 2,046,000
Goldman Sachs and Company 63,885 63,885 4,925,000 1.1% 4,925,000
Hull Overseas, Ltd. 6,485 6,485 500,000 * 500,000
McMahan Securities Company, L.P. 324 324 25,000 * 25,000
Merrill Lynch Pierce, Fenner, Smith Inc. 32,234 32,234 2,485,000 * 2,485,000
OCM Convertible Limited Partnership 1,102 389 85,000 * 30,000
OCM Convertible Trust 19,002 9,663 1,465,000 * 745,000
State Employees' Retirement Fund of 12,711 5,577 980,000 * 430,000
the State of Delaware
State of Connecticut Combined 42,676 14,528 3,290,000 * 1,120,000
Investment Funds
The TCW Group, Inc. 26,397 26,397 2,035,000 * 2,035,000
TransAmerica Life Insurance & 252,947 155,660 19,500,000 4.2% 12,000,000
Annuity Company
Vanguard Convertible Securities Fund, 26,526 12,258 2,045,000 * 945,000
Inc.
</TABLE>
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(1) Assumes conversion of the full amount of the unrestricted and
restricted Centocor debentures held by such holder at the conversion
price in effect as of November 1, 1999 of $77.091 per share of
Johnson & Johnson common stock. Fractional shares will not be issued
upon conversion of the Centocor debentures; cash will be paid in
lieu of any fractional shares.
(2) Assumes conversion of the full amount of the restricted Centocor
debentures held by such holder at the conversion price in effect as
of November 1, 1999 of $77.091 per share of Johnson & Johnson common
stock. Fractional shares will not be issued upon conversion of the
Centocor debentures; cash will be paid in lieu of any fractional
shares. This prospectus also covers any additional shares of Johnson
& Johnson common stock which become issuable in connection with the
shares registered for sale hereby by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected
without the receipt of consideration which results in an increase in
the number of outstanding shares of Johnson & Johnson common stock.
* Represents beneficial ownership of less than 1% of the aggregate principal
amount of Johnson & Johnson guarantees outstanding as of November 1, 1999.
None of the selling securityholders has, or within the past three
years has had, any position, office or other material relationship with
Johnson & Johnson or any of its predecessors or affiliates. Because the
selling securityholders may, pursuant to this prospectus, offer all or some
portion of the shares of Johnson & Johnson common stock issuable upon
conversion of their Centocor debentures or all or some portion of the Johnson
& Johnson guarantees associated with their Centocor debentures, no estimate
can be given as to the number of shares of Johnson & Johnson common stock or
the principal amount of Johnson & Johnson guarantees that will be held by the
selling securityholders upon termination of any such sales. In addition, the
selling securityholders identified above may have sold, transferred or
otherwise disposed of all or a portion of their shares of Johnson & Johnson
common stock issuable upon conversion of their Centocor debentures or all or
some portion of the Johnson &
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<PAGE>
Johnson guarantees, together with the associated Centocor debentures held by
the selling securityholders, since the date on which they provided the
information regarding such shares and guarantees in transactions exempt from
the registration requirements of the Securities Act of 1933.
PLAN OF DISTRIBUTION
The shares of Johnson & Johnson common stock and the Johnson &
Johnson guarantees offered by this prospectus are being registered to permit
public secondary trading of such securities by the holders thereof. Johnson &
Johnson will bear all expenses (other than underwriting discounts and selling
commissions, if any) in connection with the registration and sale of the
shares of Johnson & Johnson common stock and the Johnson & Johnson guarantees
covered by this prospectus.
Johnson & Johnson will not receive any proceeds from the sale of the
shares of Johnson & Johnson common stock or the Johnson & Johnson guarantees.
The shares of Johnson & Johnson common stock and the Johnson & Johnson
guarantees, together with the associated Centocor debentures, may be sold from
time to time by the selling securityholders or by pledgees, donees,
transferees or other successors in interest. The selling securityholders will
act independently of Johnson & Johnson in making decisions with respect to the
timing, manner, price and size of each sale.
The shares of Johnson & Johnson common stock and the Johnson &
Johnson guarantees, together with the associated Centocor debentures, covered
by this prospectus may be sold from time to time to purchasers directly by the
selling securityholders. Alternatively, the selling securityholders may from
time to time offer the shares of Johnson & Johnson common stock or the Johnson
& Johnson guarantees, together with the associated Centocor debentures, to or
through underwriters, broker-dealers or agents, who may receive compensation
in the form of underwriting discounts, concessions or commissions from the
selling securityholders or the purchasers of such securities for whom they may
act as agents. The selling securityholders and any underwriters,
broker-dealers or agents that participate in the distribution of the shares of
Johnson & Johnson common stock or the Johnson & Johnson guarantees may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933
and any profit on the sale of such securities and any discounts, commissions,
concessions or other compensation received by any such underwriter,
broker-dealer or agent may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933.
Johnson & Johnson common stock is listed on the New York Stock
Exchange. The shares of Johnson & Johnson common stock and the Johnson &
Johnson guarantees, together with the associated Centocor debentures, covered
by this prospectus may be sold from time to time in one or more transactions
at fixed prices, at prevailing market prices at the time of sale, at varying
prices determined at the time of sale or at negotiated prices. The sale of the
shares of Johnson & Johnson common stock and the Johnson & Johnson guarantees,
together with the associated Centocor debentures, may be effected in
transactions (which may involve crosses or block transactions) (i) on any
national securities exchange or quotation service on which such securities may
be listed or quoted at the time of sale, (ii) in the over-the-counter market,
(iii) in transactions otherwise than on such exchanges or in the
over-the-counter market or (iv) through the writing of options. In connection
with sales of shares of Johnson & Johnson common stock or the Johnson &
Johnson guarantees, together with the associated Centocor debentures, or
otherwise, the selling securityholders may enter into hedging transactions
with broker-dealers which may in turn engage in short sales of such securities
in the course of hedging the positions they assume. The selling
securityholders may also sell shares of Johnson & Johnson common stock or the
Johnson & Johnson guarantees, together with the associated Centocor
debentures, short and deliver such securities to close out such short
positions, or loan or pledge shares of such securities to broker-dealers that
in turn may sell such securities. At the time a particular offering of the
shares of Johnson & Johnson common stock or the Johnson & Johnson guarantees,
together with the associated Centocor debentures, is made, a prospectus
supplement, if required, will be distributed which will set forth the number
of shares of Johnson & Johnson common stock or the principal amount of Johnson
& Johnson guarantees, together with the principal amount of the associated
Centocor debentures, as the case may be, being offered and the terms of the
offering, including the name or
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<PAGE>
names of any underwriters, broker-dealers or agents, any discounts,
commissions and other terms constituting compensation from the selling
securityholders and any discounts, commissions or concessions allowed or
reallowed or paid to broker-dealers and the proposed selling price to the
public.
In addition, any shares of Johnson & Johnson common stock and any
Johnson & Johnson guarantees covered by this prospectus which qualify for sale
pursuant to Rule 144, Rule 144A or any other available exemption from
registration under the Securities Act of 1933 may be sold, and in the case of
the Johnson & Johnson guarantees, together with the associated Centocor
debentures, under Rule 144, Rule 144A or such other available exemption rather
than pursuant to this prospectus. There is no assurance that any selling
securityholder will sell any or all of the shares of Johnson & Johnson common
stock or any or all of the Johnson & Johnson guarantees, together with the
associated Centocor debentures, described in this prospectus, and any selling
securityholder may transfer, devise or gift such securities by other means not
described in this prospectus.
To comply with the securities laws of certain jurisdictions, if
applicable, shares of Johnson & Johnson common stock and the Johnson & Johnson
guarantees, together with the associated Centocor debentures, will be offered
or sold in such jurisdictions only through registered or licensed brokers or
dealers. In addition, in certain jurisdictions the shares of Johnson & Johnson
common stock or the Johnson & Johnson guarantees, together with the associated
Centocor debentures, may not be offered or sold unless they have been
registered or qualified for sale in such jurisdictions or any exemption from
registration or qualification is available and is complied with.
The selling securityholders will be subject to applicable provisions
of the Securities Exchange Act of 1934 and the rules and regulations
thereunder, which provisions may limit the timing of purchases and sales of
any of the shares of Johnson & Johnson common stock or the Johnson & Johnson
guarantees, together with the associated Centocor debentures, by the selling
securityholders. The foregoing may affect the marketability of such shares or
such guarantees.
U.S. INCOME TAX CONSEQUENCES
The following discussion summarizes the material U.S. federal income
tax consequences of the ownership and disposition of Johnson & Johnson common
stock applicable to non-U.S. holders of Johnson & Johnson common stock. This
discussion does not address all the U.S. federal income tax considerations
that may be relevant to you in light of your personal investment circumstances
or if you are subject to special treatment under U.S. federal income tax laws.
In addition, this discussion does not address the tax consequences of
transactions in which you acquire your Johnson & Johnson common stock.
Furthermore, this discussion does not address any foreign, state, or local tax
considerations. This discussion is based upon the United States Internal
Revenue Code of 1986, Treasury regulations, administrative rulings and
judicial decisions currently in effect. The discussion assumes that you hold
your Johnson & Johnson common stock as a capital asset within the meaning of
Section 1221 of the Internal Revenue Code.
For purposes of this discussion, a U.S. holder means a holder of
Johnson & Johnson common stock that is, for U.S. federal income tax purposes:
o a citizen or resident of the U.S.
o a corporation or other entity taxable as a corporation created
or organized under the laws of the U.S. or of any political
subdivision of the U.S.
o an estate the income of which is subject to U.S. federal income
taxation regardless of its source or
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<PAGE>
o a trust if a court within the U.S. is able to exercise primary
supervision over its administration and at least one U.S.
fiduciary has the authority to control all substantial
decisions of the trust
A non-U.S. holder means a holder of Johnson & Johnson common stock that is not
a U.S. holder.
You should consult your own tax advisors regarding the specific tax
considerations that apply to you.
Dividends
If you are a non-U.S. holder and you receive a dividend with respect
to the Johnson & Johnson common stock that you own, the gross amount of the
dividend will generally be subject to U.S. federal withholding tax at a 30%
rate or lower applicable treaty rate unless such dividend is effectively
connected with a trade or business you carried on within the U.S. or, if a tax
treaty applies, is attributable to a United States permanent establishment of
yours, in which cases such dividend will be subject to U.S. federal income tax
on a net income basis at graduated rates. If you are a non-U.S. holder that is
a corporation, effectively connected income may, in certain circumstances, be
subject to an additional branch profits tax at a 30% rate or lower applicable
treaty rate.
To receive a reduced treaty rate, you must furnish us with a duly
completed Form 1001 or Form W-8BEN (or substitute form) certifying to your
qualification for such rate. If you are eligible for a reduced rate of
withholding tax pursuant to a tax treaty, you may obtain a refund of any
excess amounts withheld by filing an appropriate claim for refund with the
Internal Revenue Service.
Disposition of Johnson & Johnson Common Stock
If you are a non-U.S. holder, any gain you realize on the sale or
other taxable disposition of Johnson & Johnson common stock generally will not
be subject to U.S. federal income or withholding tax unless:
o That gain is effectively connected with a trade or business you
carried on within the U.S., or, if a tax treaty applies, is
attributable to a United States permanent establishment of
yours, in which case such gain will be subject to tax on a net
income basis at graduated rates, and, if you are a foreign
corporation, a branch profits tax of 30% or lower applicable
treaty rate may also apply
o You are an individual and you were present in the U.S. for 183
days or more during the taxable year of the disposition of your
Johnson & Johnson common stock and certain other conditions are
met, in which case such gain will be subject to a flat 30% tax,
which may be offset by U.S. source capital losses or
o We are or have been a "U.S. real property holding corporation"
for U.S. federal income tax purposes at any time during the
shorter of the five-year period ending on the date of the
disposition or the period during which you held your stock. We
believe that we are currently not a U.S. real property holding
corporation for U.S. federal income tax purposes. Even if we
were to become a U.S. real property holding corporation, any
gain realized by you still would not be subject to U.S. tax if
our shares were considered to be "regularly traded on an
established securities market" and you did not own, actually or
constructively, at any time during the shorter of the periods
described above, more than 5% of the outstanding Johnson &
Johnson common stock.
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<PAGE>
Federal Estate Tax
If you are an individual non-U.S. holder, Johnson & Johnson common
stock held by you at the time of your death will be included in your gross
estate for U.S. federal estate tax purposes, unless an applicable estate tax
treaty provides otherwise.
Information Reporting and Backup Withholding
Generally, information reporting will apply to payments of dividends
on the Johnson & Johnson common stock, and backup withholding at a rate of 31%
may apply unless you certify that you are not a U.S. person or otherwise
establish an exemption.
The payment of the proceeds of the disposition of the Johnson &
Johnson common stock to or through the U.S. office of a U.S. or foreign broker
will be subject to information reporting and possible backup withholding
unless you certify as to your non-U.S. holder status or otherwise establish an
exemption, provided that the broker does not have actual knowledge that you
are a U.S. person or that the conditions of any other exemption are not, in
fact, satisfied. The proceeds of the disposition of Johnson & Johnson common
stock to or through a foreign office of a broker generally will not be subject
to information reporting or backup withholding. However, if the broker has
certain relationships to the United States, information reporting generally
will apply unless the broker has documentary evidence in its files as to your
foreign status and has no actual knowledge to the contrary.
Recently promulgated withholding regulations make certain
modifications to the withholding and information reporting rules described
above. The recently promulgated withholding regulations attempt to unify
certification requirements and modify reliance standards and will generally be
effective for payments made after December 31, 2000. These regulations also
eliminate the general, current legal presumption that dividends paid to an
address in a foreign country are paid to a resident of that country. You
should consult your own tax advisors regarding the recently promulgated
withholding regulations.
LEGAL MATTERS
The validity of the shares of Johnson & Johnson common stock and the
enforceability of the Johnson & Johnson guarantees offered by this prospectus
have been passed upon by Kenneth A. Berlin, Esq., General Attorney, of Johnson
& Johnson. Mr. Berlin is paid a salary by Johnson & Johnson, is a participant
in various employee benefit plans offered to employees of Johnson & Johnson
generally and owns and has options to purchase shares of Johnson & Johnson
common stock.
EXPERTS
The supplemental consolidated financial statements as of January 3,
1999 and December 28, 1997 and for each of the three fiscal years in the
period ended January 3, 1999 of Johnson & Johnson and subsidiaries
incorporated in this prospectus by reference to the Johnson & Johnson Current
Report on Form 8-K filed on December 14, 1999, and the historical consolidated
financial statements and financial statement schedule of Johnson & Johnson and
subsidiaries as of January 3, 1999 and December 28, 1997, and for each of the
three fiscal years in the period ended January 3, 1999, which report is
included in the Johnson & Johnson Annual Report to Shareowners, which is
incorporated by reference in its Annual Report on Form 10-K for the fiscal
year ended January 3, 1999, which has also been incorporated by reference in
this prospectus, have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
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<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the
Securities and Exchange Commission to register resales of:
o the shares of the Johnson & Johnson common stock issuable upon
conversion of Centocor debentures held by certain selling
securityholders and
o the Johnson & Johnson guarantees of the Centocor debentures
held by certain selling securityholders
This prospectus forms a part of that registration statement. As allowed by
Securities and Exchange Commission rules, this prospectus does not contain all
the information contained in the registration statement or in the exhibits to
the registration statement.
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith file annual, quarterly and
special reports, proxy statements and other information with the Securities
and Exchange Commission. You may read and copy those reports, statements or
other information at the Securities and Exchange Commission's public reference
rooms at the following locations:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661-2511
Please call the Securities and Exchange Commission at 1-800-SEC-0330
for further information on the public reference rooms. These Securities and
Exchange Commission filings are also available to the public from commercial
document retrieval services and at the Internet world wide web site maintained
by the Securities and Exchange Commission at "http://www.sec.gov." Reports,
proxy statements and other information concerning Johnson & Johnson may also
be inspected at the offices of the New York Stock Exchange at 20 Broad Street,
New York, New York 10005.
The Securities and Exchange Commission allows us to "incorporate by
reference" information into this prospectus, which means that we can disclose
important information to you by referring you to other documents filed
separately with the Securities and Exchange Commission. The information
incorporated by reference is considered to be part of this prospectus, except
for any information superseded by information contained directly in this
prospectus or in later filed documents incorporated by reference in this
prospectus.
This prospectus incorporates by reference the documents set forth
below that we have previously filed with the Securities and Exchange
Commission. These documents contain important business and financial
information about Johnson & Johnson that is not included in or delivered with
this prospectus.
Johnson & Johnson Filings
(File No. 001-03215) Period or Date Filed
- ------------------- --------------------
Annual Report on Form 10-K...... Fiscal Year ended January 3, 1999, as
amended by an Amendment thereto filed on
Form 10-K/A on June 22, 1999
Quarterly Reports on Form 10-Q.. Quarters ended April 4, 1999, July 4, 1999
and October 3, 1999
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<PAGE>
Current Report on Form 8-K...... Filed December 14, 1999
We are also incorporating by reference additional documents that we
file before the termination of this offering. These include periodic reports,
such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as proxy statements.
You can request a free copy of any or all of these documents, other
than the exhibits to those documents, unless those exhibits are specifically
incorporated by reference into these documents, by writing to or calling the
following address or telephone number:
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Attention: Corporate Secretary's Office
Telephone: (732) 524-2455
You should rely only on the information contained or incorporated by
reference in this prospectus before deciding to purchase shares of Johnson &
Johnson common stock or the Johnson & Johnson guarantees being offered by this
prospectus. We have not authorized anyone to provide you with information that
is different from what is contained in this prospectus. This prospectus is
dated December 29, 1999. You should not assume that the information contained
in this prospectus is accurate as of any date other than that date unless the
information specifically indicates that another date applies. If you are in a
jurisdiction where it is unlawful to offer to convert or sell or to ask for
offers to convert or buy the securities offered by this prospectus, or if you
are a person to whom it is unlawful to direct those activities, then the offer
presented in this prospectus does not extend to you.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents we incorporate by reference
contain "forward-looking statements" that anticipate results based on
management's plans that are subject to uncertainty. Forward-looking statements
do not relate strictly to historical or current facts and may be identified by
their use of words like "plans", "expects", "will", "anticipates", "estimates"
and other words of similar meaning. These statements may address, among other
things, Johnson & Johnson's strategy for growth, product development,
regulatory approvals, market position, expenditures, financial results and the
effect of Year 2000 readiness issues.
Forward-looking statements are based on current expectations of
future events. Johnson & Johnson cannot guarantee that any forward-looking
statement will be accurate, although Johnson & Johnson believes that it has
been reasonable in its expectations and assumptions. Investors should realize
that if underlying assumptions prove inaccurate or that unknown risks or
uncertainties materialize, actual results could differ materially from our
projections. Johnson & Johnson assumes no obligation to update any
forward-looking statements as a result of new information or future events or
developments.
Johnson & Johnson's Annual Report on Form 10-K for the fiscal year
ended January 3, 1999 contains, in Exhibit 99(b), a discussion of various
factors that could cause actual results to differ materially from
expectations. That Exhibit from the Form 10-K is incorporated in this
prospectus by reference. Johnson & Johnson notes these factors are permitted
by the Private Securities Litigation Reform Act of 1995. Investors are
cautioned not to place undue reliance on any forward-looking statements, which
speak only as of the date of this prospectus or, in the case of any document
we incorporate by reference, the date of that document. Investors also should
understand that it is not possible to predict or identify all such factors and
should not consider this list to be a complete statement of all potential
risks and uncertainties.
15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses to be paid by Johnson
& Johnson in connection with the sale and distribution of the securities being
offered by the prospectus forming a part of this Registration Statement. All
amounts shown are estimates except for amounts of filing and listing fees.
Securities and Exchange Commission registration fee............. $ 16,988
New York Stock Exchange listing fee............................. 3,500
Trustee fees.................................................... 3,500
Legal fees and expenses......................................... 10,000
Accounting fees and expenses.................................... 5,000
Printing, EDGAR formatting and mailing expenses................. 1,000
Miscellaneous................................................... 1,000
---------
Total..................................................... $ 40,988
=========
Item 15. Indemnification of Directors and Officers.
The New Jersey Business Corporation Act (the "NJBCA") provides that a New
Jersey corporation has the power to indemnify a director or officer against
his or her expenses and liabilities in connection with any proceeding
involving the director or officer by reason of his or her being or having been
such a director or officer, other than a proceeding by or in the right of the
corporation, if such director or officer acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation; and with respect to any criminal proceeding, such director or
officer had no reasonable cause to believe his or her conduct was unlawful.
The indemnification and advancement of expenses shall not exclude any
other rights, including the right to be indemnified against liabilities and
expenses incurred in proceedings by or in the right of the corporation, to
which a director or officer may be entitled under a certificate of
incorporation, By-law, agreement, vote of shareholders, or otherwise; provided
that no indemnification shall be made to or on behalf of a director or officer
if a judgment or other final adjudication adverse to the director or officer
establishes that his or her acts or omissions (a) were in breach of his or her
duty of loyalty to the corporation or its shareholders, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt by the
director or officer of an improper personal benefit.
The Registrant's Restated Certificate of Incorporation provides that, to
the full extent that the laws of the State of New Jersey permit the limitation
or elimination of the liability of directors and officers, no director or
officer of the Registrant shall be personally liable to the Registrant or its
stockholders for damages for breach of any duty owed to the Registrant or its
stockholders.
The By-laws of the Registrant provide that to the full extent permitted
by the laws of the State of New Jersey, the Registrant shall indemnify any
person (an "Indemnitee") who was or is involved in any manner (including,
without limitation, as a party or witness) in any threatened, pending or
completed investigation, claim, action, suit or proceeding, whether civil,
criminal, administrative, arbitrative, legislative or investigative
(including, without limitation, any action, suit or proceeding by or in the
right of the Registrant to procure a judgment in its favor) (a "Proceeding"),
or who is threatened with being so involved, by reason of the fact that he or
she is or was a director or officer of the Registrant or, while serving as a
director or officer of the Registrant, is or was at the request of the
Registrant also serving as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (including,
without limitation, any employee benefit plan), against all expenses
(including attorneys' fees), judgments, fines, penalties, excise taxes and
amounts paid in settlement actually and reasonably incurred by the Indemnitee
in connection with such Proceeding; provided that there shall be no
indemnification under the By-laws with respect to any
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settlement or other nonadjudicated disposition of any threatened or pending
Proceeding unless the Registrant has given its prior consent to such
settlement or disposition. The right of indemnification created by the By-laws
shall be a contract right enforceable by an Indemnitee against the Registrant,
and it shall not be exclusive of any other rights to which an Indemnitee may
otherwise be entitled. The indemnification provisions of the By-laws shall
inure to the benefit of the heirs and legal representatives of an Indemnitee
and shall be applicable to Proceedings commenced or continuing after the
adoption of the By-laws, whether arising from acts or omissions occurring
before or after such adoption. No amendment, alteration, change, addition or
repeal of or to the By-laws shall deprive any Indemnitee of any rights under
the By-laws with respect to any act or omission of such Indemnitee occurring
prior to such amendment, alteration, change, addition or repeal.
The Registrant enters into indemnification agreements with its directors
and officers and enters into insurance agreements on its own behalf. The
indemnification agreements provide that the Registrant agrees to hold harmless
and indemnify its directors and officers to the fullest extent authorized or
permitted by the NJBCA, or any other applicable law, or by any amendment
thereof or other statutory provisions authorizing or permitting such
indemnification that is adopted after the date hereof. Without limiting the
generality of the foregoing, the Registrant agrees to hold harmless and
indemnify its directors and officers to the fullest extent permitted by
applicable law against any and all expenses, judgments, fines, and amounts
paid in settlement actually and reasonably incurred by its directors and
officers in connection with the defense of any present or future threatened,
pending, or completed claim, action, suit, or proceeding by reason of the fact
that they were, are, shall be, or shall have been a director or officer of the
Registrant, or are or were serving, shall serve, or shall have served, at the
request of the Registrant, as a director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise.
Item 16. Exhibits.
The following is a list of exhibits included in this Registration
Statement. The Registrant agrees to furnish supplementally a copy of any
omitted exhibit or schedule to the Securities and Exchange Commission upon
request.
Exhibit
Number
- -------
2.1 Agreement and Plan of Merger dated as of July 20, 1999, among Johnson
& Johnson, Admiral Merger Corp. and Centocor, Inc. (incorporated by
reference to Exhibit 2.1 to Johnson & Johnson's Registration Statement
on Form S-4, Registration No. 333-86611).
4.1 Provisions of the Restated Certificate of Incorporation of Johnson &
Johnson dated May 21, 1996, that define the rights of securityholders
of Johnson & Johnson (incorporated by reference to Exhibit 3 to
Johnson & Johnson's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1996).
4.2 Provisions of the By-laws of Johnson & Johnson, as amended effective
April 23, 1999, that define the rights of securityholders of Johnson &
Johnson (incorporated by reference to Exhibit 3 to Johnson & Johnson's
Quarterly Report on Form 10-Q for the quarterly period ended July 4,
1999).
4.3* First Supplemental Indenture dated as of October 6, 1999, among
Centocor, Inc., Johnson & Johnson and United States Trust Company of
New York, as Trustee.
5.1 Opinion of Kenneth A. Berlin, Esq., General Attorney, of Johnson &
Johnson, regarding the validity of the shares and the enforceability
of the guarantees.
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12.1 Statement of Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Kenneth A. Berlin, Esq., General Attorney, of Johnson &
Johnson (included in Exhibit 5.1).
24.1* Power of Attorney.
- -------------------
* Previously filed.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new
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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.
(c) 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New Brunswick, State of New Jersey
on December 29, 1999.
JOHNSON & JOHNSON
By *
-------------------------------
Name: R. S. Larsen
Title: Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on December 29, 1999.
Signature Title
*
- ---------------------- Chairman, Board of Directors,
(R. S. Larsen) Chief Executive Officer and
Director
(Principal Executive Officer)
*
- ---------------------- Vice President, Finance
(R. J. Darretta) (Principal Financial Officer)
*
- ---------------------- Controller
(C. E. Lockett) (Principal Accounting Officer)
*
- ---------------------- Director
(G. N. Burrow)
- ---------------------- Director
(J. G. Cooney)
* Director
- ----------------------
(M. J. Folkman)
* Director
- ----------------------
(A. D. Jordan)
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Signature Title
* Director
- ----------------------
(A.G. Langbo)
* Director
- ----------------------
(J. S. Mayo)
* Director
- ----------------------
(L. F. Mullin)
* Director
- ----------------------
(P. J. Rizzo)
* Director
- ----------------------
(H. B. Schacht)
* Director
- ----------------------
(M. F. Singer)
* Director
- ----------------------
(J. W. Snow)
* Director
- ----------------------
(R. N. Wilson)
* Director
- ----------------------
(J. G. Cullen)
* By /s/ K. A. Berlin
--------------------------
K. A. Berlin
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
2.1 Agreement and Plan of Merger dated as of July 20, 1999, among Johnson
& Johnson, Admiral Merger Corp. and Centocor, Inc. (incorporated by
reference to Exhibit 2.1 to Johnson & Johnson's Registration Statement
on Form S-4, Registration No. 333-86611).
4.1 Provisions of the Restated Certificate of Incorporation of Johnson &
Johnson dated May 21, 1996, that define the rights of securityholders
of Johnson & Johnson (incorporated by reference to Exhibit 3 to
Johnson & Johnson's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1996).
4.2 Provisions of the By-laws of Johnson & Johnson, as amended effective
April 23, 1999, that define the rights of securityholders of Johnson &
Johnson (incorporated by reference to Exhibit 3 to Johnson & Johnson's
Quarterly Report on Form 10-Q for the quarterly period ended July 4,
1999).
4.3* First Supplemental Indenture dated as of October 6, 1999, among
Centocor, Inc., Johnson & Johnson and United States Trust Company of
New York, as Trustee.
5.1 Opinion of Kenneth A. Berlin, Esq., General Attorney, of Johnson &
Johnson, regarding the validity of the shares and the enforceability
of the guarantees.
12.1 Statement of Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Kenneth A. Berlin, Esq., General Attorney, of Johnson &
Johnson (included in Exhibit 5.1).
24.1* Power of Attorney.
- -------------------
* Previously filed.
EXHIBIT 5.1
[LETTERHEAD OF JOHNSON & JOHNSON]
December 29, 1999
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Ladies and Gentlemen:
I am a General Attorney of Johnson & Johnson, a New Jersey
corporation (the "Company"), and I am familiar with the Registration Statement
on Form S-3 (Registration No. 333-91349) being filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the proposed registration of resales by certain selling
securityholders of (i) up to an aggregate number of 792,660 shares of the
Company's common stock, par value $1.00 per share (the "Shares"), issuable
upon conversion of 4 3/4% Convertible Subordinated Debentures due 2005 (the
"Debentures") of Centocor, Inc., a Pennsylvania corporation and a wholly owned
subsidiary of the Company ("Centocor"), pursuant to the Indenture dated as of
February 20, 1998, between Centocor and United States Trust Company of New
York, as Trustee (the "Trustee"), as supplemented and amended by the First
Supplemental Indenture thereto dated as of October 6, 1999 (the "First
Supplemental Indenture"), among Centocor, the Company and the Trustee, and
(ii) the Company's guarantees (the "Guarantees") of up to $61,107,000
aggregate principal amount of the Debentures, which Guarantees were issued by
the Company under the First Supplemental Indenture.
I have reviewed the Company's Restated Certificate of Incorporation
and By-laws and such other corporate records and documents of the Company,
including, without limitation, the Indenture and the First Supplemental
Indenture, and documents and certificates of public officials and others as I
have deemed necessary as a basis for the opinion hereinafter expressed.
Based on the foregoing and having regard for such legal
considerations as I deem relevant, I am of the opinion that (a) the Shares,
when issued upon conversion of the Debentures, will be duly authorized,
validly issued, fully paid and nonassessable and (b) assuming that the First
Supplemental Indenture has been duly authorized, executed and delivered by
Centocor and the Trustee, the Guarantees constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
its terms. The opinion in clause (b) of the preceding sentence is limited to
the extent that the enforceability of the Guarantees may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws affecting creditors' rights generally from time
to time in effect and by general principles of equity, including, without
limitation, good faith and fair dealing (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
I hereby consent to the use of my name under the caption "Legal
Matters" in the Registration Statement and to the use of this opinion as an
Exhibit to the Registration Statement.
Very truly yours,
/s/ Kenneth A. Berlin
-----------------------
Kenneth A. Berlin, Esq.
General Attorney
EXHIBIT 12.1
JOHNSON & JOHNSON AND SUBSIDIARIES
STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(1)
(Dollars in Millions)
<TABLE>
<CAPTION>
Fiscal Quarter
Ended Fiscal Year Ended
-------------- -----------------------------------------------------------------------
October 3, January 3, December 28, December 29, December 31, January 1,
1999 1999 (2) 1997 1996 1995 1995
-------------- ---------- ------------ ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Determination of Earnings:
Earnings Before Provision for
Taxes on Income............. $ 1,531 $ 4,182 $ 4,587 $ 4,020 $ 3,260 $ 2,554
Fixed Charges................... 66 210 203 213 237 255
--------- -------- -------- -------- -------- --------
Total Earnings as Defined... $ 1,597 $ 4,392 $ 4,790 $ 4,233 $ 3,497 $ 2,809
========= ======== ======== ======== ======== ========
Fixed Charges and Other:
Rents........................... 20 81 79 80 77 93
Interests....................... 46 129 124 133 160 162
--------- -------- -------- -------- -------- --------
Fixed Charges............ 66 210 203 213 237 255
Capitalized Interest............ 21 72 40 55 70 44
--------- -------- -------- -------- -------- --------
Total Fixed Charges...... $ 87 $ 282 $ 243 $ 268 $ 307 $ 299
========= ======== ======== ======== ======== ========
Ratio of Earnings to Fixed Charges.. 18.36 15.57 19.71 15.79 11.39 9.39
========= ======== ======== ======== ======== ========
</TABLE>
- ---------------
(1) The ratio of earnings to fixed charges represents the historical ratio
of Johnson & Johnson and is calculated on a total enterprise basis.
The ratio is computed by dividing the sum of earnings before provision
for taxes and fixed charges (excluding capitalized interest) by fixed
charges. Fixed charges represent interest (including capitalized
interest) and amortization of debt discount and expense and the
interest factor of all rentals, consisting of an appropriate interest
factor on operating leases. The amounts set forth below have been
derived from Johnson & Johnson's supplemental financial statements
contained in Johnson & Johnson's Current Report on Form 8-K filed with
the Securities and Exchange Commission on December 14, 1999, which
give retroactive effect to Johnson & Johnson's merger with Centocor.
The merger was accounted for using the pooling of interests method of
accounting.
(2) 1998 earnings include charges related to restructuring of $613 million
and in-process research and development charges of $298 million.
Excluding the effect of these charges, the ratio of earnings to fixed
charges would have been 18.80.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Johnson & Johnson of our report dated January 25,
1999, except as to the pooling of interests with Centocor, Inc. which is as of
October 6, 1999, relating to our audit of the supplemental consolidated
financial statements of Johnson & Johnson and subsidiaries as of January 3,
1999 and December 28, 1997, and for each of the three fiscal years in the
period ended January 3, 1999, which report appears in the Current Report on
Form 8-K of Johnson & Johnson filed on December 14, 1999. We also consent to
the incorporation by reference in such Registration Statement of our report
dated January 25, 1999 relating to our audit of the consolidated financial
statements and financial statement schedule of Johnson & Johnson and
subsidiaries as of January 3, 1999 and December 28, 1997, and for each of the
three fiscal years in the period ended January 3, 1999, which report is
included in the Johnson & Johnson 1998 Annual Report to Shareowners, which is
incorporated by reference in its Annual Report on Form 10-K for the fiscal
year ended January 3, 1999. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
New York, New York
December 27, 1999
