As filed with the Securities and Exchange Commission on November 19, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 of 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)
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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
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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. o
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. o
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. o ________
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. o ________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. o
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of Proposed Proposed
each class Amount maximum maximum Amount of
of securities to be offering price aggregate registration
to be registered registered per unit offering price fee
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Guarantees ............ $61,107,000 100%(1) $61,107,000(1) $16,988
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Common Stock, par value
$1.00 per share ...... 792,660 shares(2) N/A N/A (3)
================================================================================
(1) Estimated solely for purposes of calculating the registration fee.
(2) Represents the number of shares of Johnson & Johnson common stock
presently issuable upon conversion of the 4 3/4% Convertible
Subordinated Debentures due 2005 of Centocor, Inc. held by the selling
securityholders from time to time named in the prospectus contained
herein and any supplements thereto plus an additional indeterminate
number of shares that may become issuable upon conversion by reason of
anti-dilution adjustments.
(3) Pursuant to Rule 457(i), no registration fee is required for the shares
of Johnson & Johnson common stock issuable upon conversion of the
Centocor debentures because such shares, if issued, will be issued for
no additional consideration.
----------------------------------
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.
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<PAGE>
Prospectus Subject to Completion
Dated November 19, 1999
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 guarantee 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
guarantee 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 their 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 November [o], 1999, its closing
price was $[o] per share.
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 November [o], 1999.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
TABLE OF CONTENTS
Page
Additional Information.......................................... 3
Johnson & Johnson............................................... 4
Ratio of Earnings to Fixed Charges.............................. 4
Use of Proceeds................................................. 4
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.
<TABLE>
Fiscal
Quarter
Ended Fiscal Year Ended
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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 ...... 19.18 17.08(1) 20.06 16.36 12.24 10.49
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(1) 1998 earnings include charges related to restructuring of $613
million and in-process research and development charges, relating
primarily to the DePuy acquisition, of $164 million. Excluding the
effect of these charges, the ratio of earnings to fixed charges
would have been 20.06.
</TABLE>
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 nine 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; Require 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 the approval of such
corporation's board of directors and the affirmative vote of two-thirds of the
votes
5
<PAGE>
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
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<TABLE>
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> <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 36,384 12,971 2,805,000 * 1,000,000
Retirement 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 32,234 32,234 2,485,000 * 2,485,000
Inc.
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.
- ---------------
(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.
</TABLE>
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 the Centocor debentures held by the
selling securityholders, 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
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<PAGE>
some portion of the Johnson & 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
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, as the case may be, being offered and the terms of the
offering, including the name or names of any
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<PAGE>
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 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
11
<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 five percent 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 consolidated financial statements and financial statement
schedule 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 Annual Report on Form 10-K for the fiscal year ended January 3, 1999,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts
in auditing and accounting.
13
<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 associated with 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
14
<PAGE>
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 November [o], 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
II-1
<PAGE>
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 (included on the signature page of this
Registration Statement).
- ----------------
* To be filed by amendment.
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 percent change in the maximum aggregate offering 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
Exchange Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Securities
II-3
<PAGE>
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 this 19th day of November, 1999.
JOHNSON & JOHNSON
By /s/ R. S. Larsen
----------------------------
Name: R. S. Larsen
Title: Chairman and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
J. S. Orban and K. A. Berlin, and each of them, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including pre-effective
and post-effective amendments) to this Registration Statement and all
documents relating thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary or advisable to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
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 the dates indicated.
Signature Title Date
/s/ R. S. Larsen
- -------------------- Chairman, Board of Directors, November 19, 1999
(R. S. Larsen) Chief Executive Officer and
Director
(Principal Executive Officer)
/s/ R. J. Darretta
- -------------------- Vice President, Finance, November 19, 1999
(R. J. Darretta) (Principal Financial Officer)
/s/ C. E. Lockett November 19, 1999
- -------------------- Controller
(C. E. Lockett) (Principal Accounting Officer)
/s/ G. N. Burrow
- -------------------- Director November 19, 1999
(G. N. Burrow)
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Signature Title Date
- -------------------- Director November , 1999
(J. G. Cooney)
/s/ M. J. Folkman
- -------------------- Director November 19, 1999
(M. J. Folkman)
/s/ A. D. Jordan
- -------------------- Director November 19, 1999
(A. D. Jordan)
/s/ A. G. Langbo
- -------------------- Director November 19, 1999
(A. G. Langbo)
/s/ J. S. Mayo
- -------------------- Director November 19, 1999
(J. S. Mayo)
/s/ L. F. Mullin
- -------------------- Director November 19, 1999
(L. F. Mullin)
/s/ P. J. Rizzo
- -------------------- Director November 19, 1999
(P. J. Rizzo)
/s/ H. B. Schacht
- -------------------- Director November 19, 1999
(H. B. Schacht)
/s/ M. F. Singer
- -------------------- Director November 19, 1999
(M. F. Singer)
/s/ J. W. Snow
- -------------------- Director November 19, 1999
(J. W. Snow)
/s/ R. N. Wilson
- -------------------- Director November 19, 1999
(R. N. Wilson)
/s/ J. G. Cullen
- -------------------- Director November 19, 1999
(J. G. Cullen)
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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 (included on the signature page of this
Registration Statement).
- ----------------
* To be filed by amendment.
EXHIBIT 4.3
===============================================================================
CENTOCOR, INC.,
JOHNSON & JOHNSON
AND
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of October 6, 1999
===============================================================================
<PAGE>
FIRST SUPPLEMENTAL INDENTURE dated as of
October 6, 1999, among CENTOCOR, INC., a
Pennsylvania corporation (the "Company"),
JOHNSON & JOHNSON, a New Jersey corporation
("Parent"), and UNITED STATES TRUST COMPANY OF
NEW YORK, as trustee (the "Trustee").
WHEREAS, pursuant to the Indenture dated as of February 20, 1998
(the "Indenture"), between the Company and the Trustee, the Company issued
$460,000,000 aggregate principal amount of 4-3/4% Convertible Subordinated
Debentures due 2005 (the "Debentures");
WHEREAS, pursuant to the Agreement and Plan of Merger dated as of
July 20, 1999 (the "Merger Agreement"), among Parent, Admiral Merger Corp., a
Pennsylvania corporation and a wholly owned subsidiary of Parent ("Sub"), and
the Company, Sub has agreed to merge (the "Merger") with and into the Company,
with the Company being the surviving corporation in the Merger, and following
which the Company will be a wholly owned subsidiary of Parent;
WHEREAS, pursuant to the Merger Agreement, as of the effective time
of the Merger (the "Effective Time") each outstanding share of common stock,
par value $.01 per share, of the Company ("Centocor Common Stock"), other than
shares held by the Company, Parent or any of their direct or indirect
subsidiaries, shall be converted into the right to receive 0.639 of a validly
issued, fully paid and nonassessable share of common stock, par value $1.00
per share, of Parent ("Common Stock");
WHEREAS, pursuant to Section 3.5(e) of the Indenture, as a result of
the Merger the Company is required to execute and deliver to the Trustee a
supplemental indenture modifying the provisions of the Indenture relating to
the right of holders of the Debentures to cause the Company to repurchase the
Debentures following a Fundamental Change (as defined in the Indenture) to
make such provisions apply to Common Stock;
WHEREAS, pursuant to Section 15.6 of the Indenture, as a result of
the Merger Parent is required to execute and deliver to the Trustee a
supplemental indenture providing (i) that the Debentures shall be convertible
into Common Stock and (ii) for adjustments of the Conversion Price (as defined
in the Indenture) which shall be as nearly equivalent as may be practicable to
the adjustments provided for in Article XV of the Indenture;
<PAGE>
2
WHEREAS Parent desires to unconditionally and irrevocably guarantee,
on a subordinated basis, the obligations of the Company under the Indenture
and the Debentures on the terms and conditions set forth herein;
WHEREAS, Section 11.1 of the Indenture provides that the Company,
when authorized by resolutions of the Board of Directors of the Company, and
the Trustee may from time to time and at any time enter into a supplemental
indenture, without the consent of any Debentureholder, to, among other things,
make provision with respect to (i) the redemption obligations of the Company
pursuant to Section 3.5(e) of the Indenture, (ii) the conversion rights of the
holders of the Debentures pursuant to Section 15.6 of the Indenture and (iii)
matters which shall not materially adversely affect the rights of the
Debentures; and
WHEREAS, the Company and Parent have complied with all conditions
precedent provided for in the Indenture relating to this First Supplemental
Indenture.
NOW, THEREFORE, in consideration of the premises, the Company,
Parent and the Trustee mutually covenant and agree, for the equal and ratable
benefit of the Debentureholders, as follows:
ARTICLE I
Definitions
SECTION 1.1. Definitions. (a) Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Indenture.
(b) Section 1.1 of the Indenture is hereby amended to add the
following definitions:
"Designated Parent Senior Obligations" shall mean Parent Senior
Obligations in which the instrument creating or evidencing the same or the
assumption or guarantee thereof (or related agreements or documents to which
Parent is a party) expressly provides that such Parent Senior Obligations
shall be "Designated Parent Senior Obligations" for purposes of the Indenture
(provided that such instrument, agreement or other document may place
limitations and conditions on the right of such Parent Senior Obligations to
exercise the rights of Designated Parent Senior Obligations). If any payment
made to any holder of any Designated Parent Senior Obligations or its
Representative with respect to such Designated Parent Senior
<PAGE>
3
Obligations is rescinded or must otherwise be returned by such holder or
Representative upon the insolvency, bankruptcy or reorganization of Parent or
otherwise, the reinstated Indebtedness of Parent arising as a result of such
rescission or return shall constitute Designated Parent Senior Obligations
effective as of the date of such rescission or return.
"Effective Time" means the time at which the merger of Admiral
Merger Corp., a Pennsylvania corporation and a wholly owned subsidiary of
Parent, with and into the Company, with the Company as the surviving
corporation, becomes effective.
"Parent" shall mean Johnson & Johnson, a New Jersey corporation,
having its principal office at One Johnson & Johnson Plaza, New Brunswick, NJ
08933.
"Parent Board of Directors" shall mean the Board of Directors of
Parent or a committee of such Board duly authorized to act for it under the
Indenture.
"Parent Officers' Certificate" shall mean a certificate signed by
both (i) the President or Chief Executive Officer or any Executive or Senior
Vice President or any Vice President (whether or not designated by a number or
numbers or word or words added before or after the title "Vice President") or
any member of Parent's Executive Committee and (ii) by the Treasurer or any
Assistant Treasurer or Secretary or any Assistant Secretary of Parent.
"Parent Senior Obligations" shall mean the principal of, premium, if
any, interest (including all interest accruing subsequent to the commencement
of any bankruptcy or similar proceeding, whether or not a claim for
post-petition interest is allowable as a claim in any such proceeding) and
rent payable on or in connection with, and all fees, costs, expenses and other
amounts accrued or due on or in connection with, Indebtedness of Parent,
whether outstanding on the date of this First Supplemental Indenture or
thereafter created, incurred, assumed, guaranteed or in effect guaranteed by
Parent (including all deferrals, renewals, extensions or refundings of, or
amendments, modifications or supplements to, the foregoing), unless in the
case of any particular Indebtedness the instrument creating or evidencing the
same or the assumption or guarantee thereof expressly provides that such
Indebtedness shall not be senior in right of payment to the Debentures or
expressly provides that such Indebtedness is "pari passu" or "junior" to the
Debentures. Notwithstanding the foregoing, the term "Parent Senior
Obligations" shall not include or
<PAGE>
4
any Indebtedness of Parent to any subsidiary of Parent, all of the outstanding
voting stock of which is owned, directly or indirectly, by Parent. If any
payment made to any holder of any Parent Senior Obligations or its
Representative with respect to such Parent Senior Obligations is rescinded or
must otherwise be returned by such holder or Representative upon the
insolvency, bankruptcy or reorganization of Parent or otherwise, the
reinstated Indebtedness of Parent arising as a result of such rescission or
return shall constitute Parent Senior Obligations effective as of the date of
such rescission or return.
(c) The definition of the term "Common Stock" in Section 1.1 of the
Indenture is hereby deleted in its entirety and replaced with the following:
"Common Stock" shall mean the common stock, par value $1.00 per
share, of Parent, as it exists at the Effective Time, or any other class or
classes of capital stock of Parent resulting from any reclassification or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of Parent and which are not subject to
redemption by Parent; provided that if at any time there shall be more than
one such resulting class, the shares of each such class then so issuable shall
be substantially in the proportion which the total number of shares of such
class resulting from all such reclassifications bears to the total number of
shares of all such classes resulting from all such classifications.
(d) The reference to "the Company" in the definition of the term
"Indebtedness" in Section 1.1 of the Indenture is hereby deleted and replaced
with a reference to "such Person".
(e) All references to "Senior Obligations" in the definition of the
term "Representative" in Section 1.1 of the Indenture are hereby deleted and
replaced with references to "Senior Obligations or Parent Senior Obligations,
as the case may be,".
ARTICLE II
Repurchase Upon a Fundamental Change
SECTION 2.1. Repurchase. The Company hereby agrees in accordance
with Section 3.5(e) of the Indenture to repurchase the Debentures pursuant to
Section 3.5 of the
<PAGE>
5
Indenture following a Fundamental Change (as the definition of such term is
amended as a result of the amendment to the definition of the term "Common
Stock" provided in Section 1.1 of this First Supplemental Indenture).
ARTICLE III
Conversion Rights of Debentureholders
in Connection with the Merger
SECTION 3.1. Conversion Rights. The Company and Parent hereby agree
in accordance with Section 15.6 of the Indenture that the holder of each
Debenture outstanding at the Effective Time shall have the right, during the
period such Debenture shall be convertible as specified in Section 15.1 of the
Indenture, to convert such Debenture into that number of whole shares of
Common Stock equal to the principal amount of such Debenture divided by a
Conversion Price of $77.091 per share, subject to adjustment as provided in
Article XV of the Indenture.
ARTICLE IV
Adjustment of Conversion Price
SECTION 4.1. Adjustment. Parent hereby agrees in accordance with
Section 15.6 of the Indenture to make any adjustments of the Conversion Price
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in Article XV of the Indenture.
ARTICLE V
Guarantee
SECTION 5.1 Guarantee. Parent hereby unconditionally and irrevocably
guarantees, as a primary obligor and not merely as a surety, to each
Debentureholder and to the Trustee and its successors and assigns (a) the full
and punctual payment of principal of, premium, if any, and interest (including
Liquidated Damages, if any) in respect of the Debentures when due, whether at
maturity, by acceleration, by redemption or otherwise, and all other monetary
obligations of the Company under the Indenture (including obligations to the
Trustee) and the Debentures and (b) the full and punctual performance within
applicable grace periods of all other obligations of the Company under the
Indenture and the Debentures (all the foregoing being
<PAGE>
6
hereinafter collectively called the "Obligations"). Parent further agrees that
the Obligations may be extended or renewed, in whole or in part, without
notice or further assent from it, and that it will remain bound under this
Article V notwithstanding any extension or renewal of any Obligation.
Parent waives presentation to, demand of payment from and protest to
the Company of any of the Obligations and also waives notice of protest for
nonpayment. Parent waives notice of any default under the Debentures or the
Obligations. The obligations of Parent under this Section 5.1 shall not be
affected by (a) the failure of any Debentureholder or the Trustee to assert
any claim or demand or to enforce any right or remedy against the Company or
any other Person under the Indenture, the Debentures or any other agreement or
otherwise; (b) any extension or renewal of any Obligation; (c) any rescission,
waiver, amendment, modification or supplement of any of the terms or
provisions of the Indenture, the Debentures or any other agreement; (d) the
release of any security held by any Debentureholder or the Trustee for the
Obligations or any of them; (e) the failure of any Debentureholder or Trustee
to exercise any right or remedy against any other guarantor of the
Obligations; or (f) any change in the ownership of the Company.
Parent further agrees that its guarantees under this Section 5.1
constitutes a guarantee of payment, performance and compliance when due (and
not a guarantee of collection) and waives any right to require that any resort
be had by any Debentureholder or the Trustee to any security held for payment
of the Obligations.
The guarantee of Parent under this Section 5.1 shall, to the extent
and in the manner set forth in Article VI of this First Supplemental
Indenture, be subordinated and subject in right of payment to the prior
payment in full of all Parent Senior Obligations and is made subject to the
provisions of Article VI of this First Supplemental Indenture.
Except as set forth in Section 5.2 of this First Supplemental
Indenture, the obligations of Parent under this Section 5.1 shall not be
subject to any reduction, limitation, impairment or termination for any
reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense, setoff, counterclaim,
recoupment or termination whatsoever or by reason of the invalidity,
illegality or unenforceability of the Obligations or otherwise. Without
<PAGE>
7
limiting the generality of the foregoing, the obligations of Parent under this
Section 5.1 shall not be discharged or impaired or otherwise affected by any
default, failure or delay, wilful or otherwise, in the performance of the
Obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk
of Parent or would otherwise operate as a discharge of Parent as a matter of
law or equity.
Parent agrees that its guarantee under this Section 5.1 shall remain
in full force and effect until payment in full of all the Obligations. Parent
further agrees that its guarantee under this Section 5.1 shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any Obligation is rescinded or must otherwise be restored by
any Debentureholder or the Trustee upon the bankruptcy or reorganization of
the Company or otherwise.
In furtherance of the foregoing and not in limitation of any other
right which any Debentureholder or the Trustee may have at law or in equity
against Parent by virtue hereof, upon the failure of the Company to pay any
Obligation when and as the same shall become due, whether at maturity, by
acceleration, by redemption or otherwise, or to perform or comply with any
other Obligation, Parent hereby promises to and shall, upon receipt of written
demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the
Debentureholders or the Trustee an amount equal to the sum of (i) the unpaid
principal amount of such Obligations, (ii) accrued and unpaid interest on such
Obligations (but only to the extent not prohibited by law) and (iii) all other
monetary Obligations of the Company to the Debentureholders and the Trustee.
Parent agrees that it shall not be entitled to any right of
subrogation in relation to the Debentureholders in respect of any Obligations
guaranteed hereby until payment in full of all Obligations and all obligations
to which the Obligations are subordinated as provided in Article VI of this
First Supplemental Indenture. Parent further agrees that, as between it, on
the one hand, and the Debentureholders and the Trustee, on the other hand, (x)
the maturity of the Obligations guaranteed hereby may be accelerated as
provided in Article VII of the Indenture for the purposes of the guarantee
under this Section 5.1, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such Obligations as provided in
<PAGE>
8
Article VII of the Indenture, such Obligations (whether or not due and
payable) shall forthwith become due and payable by Parent for the purposes of
this Section 5.1.
Parent also agrees to pay any and all costs and expenses (including
reasonable attorneys' fees and expenses) incurred by the Trustee or any
Debentureholder in enforcing any rights under this Section 5.1.
SECTION 5.2. Limitation on Liability. Any term or provision of the
Indenture to the contrary notwithstanding, the maximum aggregate amount of
the Obligations guaranteed under this Section 5.1 by Parent shall not exceed
the maximum amount that can be hereby guaranteed without rendering the
Indenture, as it relates to Parent, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.
SECTION 5.3. Successors and Assigns. This Article V shall be binding
on Parent and its successors and assigns and shall inure to the benefit of the
successors and assigns of the Trustee and the Debentureholders and, in the
event of any transfer or assignment of rights by any Debentureholder or the
Trustee, the rights and privileges conferred upon that party in the Indenture
and in the Debentures shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions of the
Indenture.
ARTICLE VI
Subordination of the Guarantee
SECTION 6.1. Agreement to Subordinate. Parent covenants and agrees,
and each Person holding any Debenture, whether upon original issue or upon
transfer, assignment or exchange thereof, accepts and agrees, that the
obligations of Parent under Section 5.1 of this First Supplemental Indenture
with respect to the payment of the principal of, premium, if any, and interest
(including Liquidated Damages, if any) on all Debentures (including, but not
limited to, the redemption price with respect to Debentures called for
redemption in accordance with Section 3.2 of the Indenture or submitted for
redemption in accordance with Section 3.5 of the Indenture, as the case may
be) issued under the Indenture shall, to the extent and in the manner set
forth in this Article VI, be subordinated and subject in right of payment to
the prior payment in full of all Parent Senior
<PAGE>
9
Obligations and that the subordination is for the benefit of the holders of
Parent Senior Obligations.
No provision of this Article VI shall prevent the occurrence of any
default or Event of Default under the Indenture.
SECTION 6.2. Payments to Debentureholders. Parent shall not make any
payment pursuant to its obligations under Section 5.1 of this First
Supplemental Indenture with respect to any of the Obligations (including, but
not limited to, the redemption price with respect to the Debentures to be
called for redemption in accordance with Section 3.2 of the Indenture or
submitted for redemption in accordance with Section 3.5 of the Indenture, as
the case may be) if:
(a) a default in the payment of principal, premium, if any,
interest, rent or other obligations in respect of Parent Senior Obligations
occurs and is continuing (a "Parent Payment Default"), unless and until such
Parent Payment Default shall have been cured or waived or shall have ceased to
exist; or
(b) a default, other than a Parent Payment Default, on any
Designated Parent Senior Obligations (a "Parent Non-Payment Default") occurs
and is continuing that then permits holders of such Designated Parent Senior
Obligations to accelerate its maturity and the Trustee receives a written
notice of the default (a "Parent Payment Blockage Notice") from a holder of
Designated Parent Senior Obligations, a Representative of Designated Parent
Senior Obligations or Parent.
No Parent Non-Payment Default that existed or was continuing on the
date of delivery of any Parent Payment Blockage Notice to the Trustee shall
be, or be made, the basis for a subsequent Parent Payment Blockage Notice.
Parent may and shall resume payments on and distributions in respect
of the Debentures pursuant to its obligations under Section 5.1 of this First
Supplemental Indenture, including any past scheduled payments of the principal
of, premium, if any, and interest (including Liquidated Damages, if any) on
such Debentures to which the holders of the Debentures would have been
entitled but for the provisions of this Article VI:
(1) in the case of a Parent Payment Default, on the date upon which
such Parent Payment
<PAGE>
10
Default is cured or waived or ceases to exist; and
(2) in the case of a Parent Non-Payment Default, the earlier of (i)
the date upon which such default is cured or waived or ceases
to exist or (ii) 179 days after the Parent Payment Blockage
Notice is received by the Trustee if the maturity of such
Designated Parent Senior Obligations has not been accelerated
and no Parent Payment Default with respect to any Parent Senior
Obligations has occurred which has not been cured or waived or
ceased to exist (in such event clause (1) above shall instead
be applicable),
unless this Article VI otherwise prohibits such payment or distribution at the
time of such payment or distribution.
Upon any payment by Parent, or distribution of assets of Parent of
any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding up or liquidation or reorganization of Parent,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all amounts due or to become due upon all Parent Senior
Obligations shall first be paid in full in cash or other payment satisfactory
to the holders of such Parent Senior Obligations, or provision is made for
such payment thereof in accordance with its terms provided for in cash or
other payment satisfactory to the holders of such Parent Senior Obligations,
before any payment by Parent is made on account of the principal of, premium,
if any, or interest (including Liquidated Damages, if any) on the Debentures;
and upon any such dissolution or winding up or liquidation or reorganization
of Parent or bankruptcy, insolvency, receivership or other proceeding, any
payment by Parent, or distribution of assets of Parent of any kind or
character, whether in cash, property or securities, to which the holders of
the Debentures or the Trustee would be entitled, except for the provision of
this Article VI, shall (except as aforesaid) be paid by Parent or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the holders of the Debentures or by
the Trustee under the Indenture if received by them or it, directly to the
holders of Parent Senior Obligations (pro rata to such holders on the basis of
the respective amounts of Parent Senior Obligations held by such holders, or
as otherwise required by law or a court order) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which
<PAGE>
11
any instruments evidencing any Parent Senior Obligations may have been issued,
as their respective interests may appear, to the extent necessary to pay all
Parent Senior Obligations in full in cash or other payment satisfactory to the
holders of such Parent Senior Obligations, after giving effect to any
concurrent payment or distribution to or for the holders of Parent Senior
Obligations, before any payment or distribution is made to the holders of the
Debentures or to the Trustee.
For purposes of this Article VI, the words, "cash, property or
securities" shall not be deemed to include shares of stock of Parent as
reorganized or readjusted, or securities of Parent or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article VI with
respect to the Debentures to the payment of all Parent Senior Obligations
which may at the time be outstanding; provided that the Parent Senior
Obligations are assumed by the new corporation, if any, resulting from any
reorganization or readjustment.
In the event of the acceleration of the Debentures because of an
Event of Default and a demand for payment is made on Parent pursuant to
Section 5.1 of this First Supplemental Indenture, no payment or distribution
by Parent pursuant to any of its obligations under Section 5.1 of this First
Supplemental Indenture shall be made to the Trustee or any holder of
Debentures in respect of the principal of, premium, if any, or interest
(including Liquidated Damages, if any) on the Debentures (including, but not
limited to, the redemption price with respect to the Debentures called for
redemption in accordance with Section 3.2 of the Indenture or submitted for
redemption in accordance with Section 3.5 of the Indenture, as the case may
be) until all Parent Senior Obligations have been paid in full in cash or
other payment satisfactory to the holders of Parent Senior Obligations or such
acceleration is rescinded in accordance with the terms of the Indenture. If
payment of the Debentures is accelerated because of an Event of Default and a
demand for payment is made on Parent pursuant to Article V of this First
Supplemental Indenture, Parent shall promptly notify holders of Parent Senior
Obligations of the acceleration.
In the event that, notwithstanding the foregoing provisions, any
payment or distribution of assets of Parent of any kind or character, whether
in cash, property or securities (including, without limitation, by way of
setoff or otherwise), prohibited by the foregoing provisions in this Section
6.2, shall be received by the Trustee or the
<PAGE>
12
holders of the Debentures before all Parent Senior Obligations are paid in
full in cash or other payment satisfactory to the holders of such Parent
Senior Obligations, or provision is made for such payment thereof in
accordance with its terms in cash or other payment satisfactory to the holders
of such Parent Senior Obligations, such payment or distribution shall be held
in trust for the benefit of and shall be paid over or delivered to the holders
of Parent Senior Obligations or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing any Parent Senior Obligations may have been issued, as their
respective interests may appear, as calculated by Parent, for application to
the payment of any Parent Senior Obligations remaining unpaid to the extent
necessary to pay all Parent Senior Obligations in full in cash or other
payment satisfactory to the holders of such Parent Senior Obligations, after
giving effect to any concurrent payment or distribution to or for the holders
of such Parent Senior Obligations.
Nothing in this Section 6.2 shall apply to claims of the Trustee
under Section 8.6 of the Indenture or to payments to the Trustee made by
Parent pursuant to its obligations under Section 5.1 of this First
Supplemental Indenture with respect to Section 8.6 of the Indenture. This
Section 6.2 shall be subject to the further provisions of Section 6.5.
SECTION 6.3. Subrogation of Debentures. Subject to the payment in
full of all Parent Senior Obligations, the rights of the holders of the
Debentures shall be subrogated, to the extent of the payments or distributions
made to the holders of such Parent Senior Obligations pursuant to the
provisions of this Article VI (equally and ratably with the holders of all
indebtedness of Parent which by its express terms is subordinated to other
indebtedness of Parent to substantially the same extent as the Debentures are
subordinated and is entitled to like rights of subrogation), to the rights of
the holders of Parent Senior Obligations to receive payments or distributions
of cash, property or securities of Parent applicable to the Parent Senior
Obligations until the principal, premium, if any, and interest (including
Liquidated Damages, if any) on the Debentures shall be paid in full; and, for
the purposes of such subrogation, no payments or distributions to the holders
of the Parent Senior Obligations of any cash, property or securities to which
the holders of the Debentures or the Trustee would be entitled except for the
provisions of this Article VI, and no payment over pursuant to the provisions
of this Article VI, to or for the benefit
<PAGE>
13
of the holders of Parent Senior Obligations by holders of the Debentures or
the Trustee, shall, as between Parent, its creditors other than holders of
Parent Senior Obligations, and the holders of the Debentures, be deemed to be
a payment by Parent to or on account of the Parent Senior Obligations; and no
payments or distributions of cash, property or securities to or for the
benefit of the holders of the Debentures pursuant to the subrogation
provisions of this Article VI, which would otherwise have been paid to the
holders of Parent Senior Obligations, shall be deemed to be a payment by
Parent to or for the account of the Debentures. It is understood that the
provisions of this Article VI are and are intended solely for the purposes of
defining the relative rights of the holders of the Debentures, on the one
hand, and the holders of the Parent Senior Obligations, on the other hand.
Nothing contained in this Article VI or elsewhere in this First
Supplemental Indenture, in the Indenture or in the Debentures is intended to
or shall impair, as among Parent, its creditors other than the holders of
Parent Senior Obligations, and the holders of the Debentures, the obligation
of Parent, which is absolute and unconditional, to make payments pursuant to
its obligations under Section 5.1 of this First Supplemental Indenture with
respect to the payment of the principal of, premium, if any, and interest
(including Liquidated Damages, if any) on the Debentures as and when the same
shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the holders of the Debentures and
creditors of Parent other than the holders of the Parent Senior Obligations,
nor shall anything herein or therein prevent the Trustee or the holder of any
Debenture from exercising all remedies otherwise permitted by applicable law
upon a default by Parent under its obligations under Section 5.1 of this First
Supplemental Indenture, subject to the rights, if any, under this Article VI
of the holders of Parent Senior Obligations in respect of cash, property or
securities of Parent received upon the exercise of any such remedy.
SECTION 6.4. Authorization to Effect Subordination. Each holder of a
Debenture, whether upon original issue or upon transfer, assignment or
exchange thereof, authorizes and directs the Trustee on the holder's behalf to
take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article VI and appoints the Trustee to act
as the holder's attorney-in-fact for any and all such purposes. If the Trustee
does not file a proper proof of claim or proof of debt in the form required in
any proceeding of the types
<PAGE>
14
referred to in the second paragraph of Section 7.2 of the Indenture at least
thirty (30) days before the expiration of the time to file such claim, the
holders of any Parent Senior Obligations or their representatives are hereby
authorized to file an appropriate claim for and on behalf of the holders of
the Debentures.
SECTION 6.5. Notice to Trustee. During any period for which a demand
for payment by Parent pursuant to Article V remains outstanding, Parent shall
give prompt written notice in the form of a Parent Officers' Certificate to a
Responsible Officer of the Trustee and to any paying agent of any fact known
to Parent which would prohibit the making of any payment of monies to or by
the Trustee or any paying agent in respect of the Debentures pursuant to the
provisions of this Article VI. Notwithstanding the provisions of this Article
VI or any other provision of the Indenture, the Trustee shall not be charged
with knowledge of the existence of any facts which would prohibit the making
of any payment of monies to or by the Trustee in respect of the Debentures
pursuant to the provisions of this Article VI, unless and until a Responsible
Officer of the Trustee shall have received written notice thereof at the
Corporate Trust Office from Parent (in the form of a Parent Officers'
Certificate) or a Representative or a holder or holders of Parent Senior
Obligations or from any trustee thereof; and before the receipt of any such
written notice, the Trustee shall be entitled in all respects to assume that
no such facts exist; provided that if on a date not less than two (2) Business
Days prior to the date upon which by the terms hereof any such monies may
become payable for any purpose (including, without limitation, the payment of
the principal of, or premium, if any, or interest (including Liquidated
Damages, if any) on any Debenture) the Trustee shall not have received, with
respect to such monies, the notice provided for in this Section 6.5, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to apply monies received to the purpose for
which they were received, and shall not be affected by any notice to the
contrary which may be received by it on or after such prior date.
The Trustee shall be entitled to conclusively rely on the delivery
to it of a written notice by a Representative or a person representing himself
or herself to be a holder of Parent Senior Obligations (or a trustee on behalf
of such holder) to establish that such notice has been given by a
Representative or a holder of Parent Senior Obligations or a trustee on behalf
of any such holder or holders. The Trustee shall not be required to make any
payment or distribution to or on behalf of a holder of
<PAGE>
15
Parent Senior Obligations pursuant to this Article VI unless it has received
reasonably satisfactory evidence as to the amount of Parent Senior Obligations
held by such person, the extent to which such person is entitled to
participate in such payment or distribution and any other facts pertinent to
the rights of such person under this Article VI.
SECTION 6.6. Trustee's Relation to Parent Senior Obligations. The
Trustee in its individual capacity shall be entitled to all the rights set
forth in this Article VI in respect of any Parent Senior Obligations at any
time held by it, to the same extent as any other holder of Parent Senior
Obligations, and nothing in this First Supplemental Indenture, in Section 8.13
of the Indenture or elsewhere in the Indenture shall deprive the Trustee of
any of its rights as such holder.
With respect to the holders of Parent Senior Obligations, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article VI, and no implied
covenants or obligations with respect to the holders of Parent Senior
Obligations shall be read into the Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Parent Senior
Obligations.
SECTION 6.7. No Impairment of Subordination. No right of any present
or future holder of any Parent Senior Obligations to enforce subordination as
provided in this Article VI shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of Parent or by any act or
failure to act, in good faith, by any such holder, or by any noncompliance by
Parent with the terms, provisions and covenants of the Indenture, regardless
of any knowledge thereof with which any such holder may have or otherwise be
charged.
SECTION 6.8. Certain Conversions Not Deemed Payment. For the
purposes of this Article VI only, (1) the issuance and delivery of junior
securities upon conversion of Debentures in accordance with Article XV of the
Indenture shall not be deemed to constitute a payment or distribution on
account of the principal of, premium, if any, or interest (including
Liquidated Damages, if any) on Debentures or on account of the purchase or
other acquisition of Debentures, and (2) the payment, issuance or delivery of
cash (except in satisfaction of fractional shares pursuant to Section 15.3),
property or securities (other than junior securities) upon conversion of a
Debenture shall be deemed to constitute payment on account of the principal
of, premium, if any, or
<PAGE>
16
interest (including Liquidated Damages, if any) on such Debenture. For the
purposes of this Section 6.8, the term "junior securities" means (a) shares of
any stock of any class of Parent or (b) securities of Parent that are
subordinated in right of payment to all Parent Senior Obligations that may be
outstanding at the time of issuance or delivery of such securities to
substantially the same extent as, or to a greater extent than, the Debentures
are so subordinated as provided in this Article VI. Nothing contained in this
Article VI or elsewhere in this First Supplemental Indenture, in the Indenture
or in the Debentures is intended to or shall impair, as among Parent, its
creditors (other than holders of Parent Senior Obligations) and the
Debentureholders, the right, which is absolute and unconditional, of the
Debentureholder of any Debenture to convert such Debenture in accordance with
Article XV of the Indenture.
SECTION 6.9. Article Applicable to Paying Agents. If at any time any
paying agent other than the Trustee shall have been appointed by the Company
and be then acting under the Indenture, the term "Trustee" as used in this
Article VI shall (unless the context otherwise requires) be construed as
extending to and including such paying agent within its meaning as fully for
all intents and purposes as if such paying agent were named in this Article VI
in addition to or in place of the Trustee; provided, however, that the first
paragraph of Section 6.5 shall not apply to Parent or any Affiliate of Parent
if it or such Affiliate acts as paying agent.
The Trustee shall not be responsible for the actions or inactions of
any other paying agents (including Parent if acting as its own paying agent)
and shall have no control of any funds held by such other paying agents.
SECTION 6.10. Parent Senior Obligations Entitled to Rely. The
holders of Parent Senior Obligations (including, without limitation,
Designated Parent Senior Obligations) shall have the right to rely upon this
Article VI.
SECTION 6.11. Reliance on Judicial Order or Certificate of
Liquidating Agent. Upon any payment or distribution of assets of Parent
referred to in this Article VI, the Trustee and the Debentureholders shall be
entitled to conclusively rely upon any order or decree entered by any court of
competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or
proceeding is pending, or a certificate of the trustee in
<PAGE>
17
bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit
of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or to the Debentureholders, for the purpose of
ascertaining the persons entitled to participate in such payment or
distribution, the holders of Parent Senior Obligations and other indebtedness
of Parent, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this
Article VI.
ARTICLE VII
Miscellaneous Amendments
SECTION 7.1. All references to "Common Stock of the Company" in the
Indenture are hereby deleted and replaced with references to "Common Stock".
SECTION 7.2. All references to "the Company" in (i) the first
paragraph of Section 2.5(d) of the Indenture and (ii) Section 2.5(f) of the
Indenture are hereby deleted and replaced with references to "the Company or
Parent, as the case may be,". The second reference to "the Company" in the
first sentence of Section 5.2 of the Indenture is hereby deleted and replaced
with a reference to "the Company or Parent, as the case may be,".
SECTION 7.3. The reference to "CENTOCOR, INC." in Section 2.5(e) of
the Indenture is hereby deleted and replaced by a reference to "JOHNSON &
JOHNSON".
SECTION 7.4. All references to "BOSTON EQUISERVE LLP" in Section
2.5(e) of the Indenture are hereby deleted and replaced with references to
"FIRST CHICAGO TRUST COMPANY OF NEW YORK".
SECTION 7.5. The third sentence of the second paragraph of Section
2.6 of the Indenture is hereby deleted in its entirety and replaced with the
following:
"In case any Debenture which has matured or is about to mature or has been
called for redemption or has been tendered for redemption (and not withdrawn)
or is about to be converted into Common Stock shall become mutilated or be
destroyed, lost or stolen, in lieu of the issuance of a substitute Debenture,
either the Company may pay or authorize the payment of or Parent may convert
or authorize the conversion of the same (without surrender thereof except in
the case of a mutilated Debenture), as the case may be,
<PAGE>
18
if the applicant for such payment or conversion shall furnish to the Company
or Parent, respectively, to the Trustee and, if applicable, to such
authenticating agent such security or indemnity as may be required by them to
save each of them harmless for any loss, liability, cost or expense caused by
or connected with such substitution, and, in case of destruction, loss or
theft, evidence satisfactory to the Company or Parent, respectively, the
Trustee and, if applicable, any paying agent or conversion agent of the
destruction, loss or theft of such Debenture and of the ownership thereof."
SECTION 7.6. All references to "the Company" in the first, third and
fifth sentences of Section 3.4 of the Indenture are hereby deleted and
replaced with references to "the Company and Parent".
SECTION 7.7. Section 3.5(e) of the Indenture is hereby amended so
that (i) the beginning of such subsection reads "In the case of a
reclassification, change, consolidation, merger, combination, sale or
conveyance to which Section 15.6 applies, in which Common Stock is changed or
exchanged as a result into the right to receive stock, securities or other
property or assets (including cash), which includes shares of Common Stock or
common stock of another person" and (ii) the end of such subsection reads "if
different from Parent and Common Stock (in lieu of Parent and Common Stock)."
SECTION 7.8. The reference to "third paragraph" in the second
sentence of Section 4.4 of the Indenture is hereby deleted and replaced with a
reference to "second paragraph".
SECTION 7.9. The heading and provisions of Section 4.8 of the
Indenture are hereby deleted in their entirety and replaced with a reference
to "[Reserved]".
SECTION 7.10. The first reference to "the Company" in the first
sentence of Section 5.8 of the Indenture is hereby deleted and replaced with a
reference to "each of the Company and Parent". The references to "the Company"
in the second parenthetical of the first sentence and in the second sentence
of Section 5.8 of the Indenture are hereby deleted and replaced with
references to "the Company or Parent, respectively".
SECTION 7.11. Section 11.1 is hereby amended so that (i) the
beginning of the first paragraph thereof reads "The Company and Parent, when
authorized by the resolutions of the Board of Directors and Parent Board of
Directors,
<PAGE>
19
respectively, and the Trustee, at the Company's and Parent's expense, may",
(ii) the beginning of clause (d) of the first paragraph thereof reads "to add
to the covenants of the Company or Parent such further covenants, restrictions
or conditions as the Board of Directors or Parent Board of Directors,
respectively, and the Trustee", (iii) the beginning of the second paragraph
thereof reads "Upon the written request of the Company and Parent, accompanied
by a copy of the resolutions of the Board of Directors and Parent Board of
Directors, respectively, certified by their respective Secretary or Assistant
Secretary authorizing the execution of any such supplemental indenture, the
Trustee is hereby authorized to join with the Company and Parent in the
execution" and (iv) a reference to ", Parent" is inserted after the reference
to "the Company" in the third paragraph thereof.
SECTION 7.12. Section 11.2 is hereby amended so that (i) the
beginning of the first paragraph thereof reads "With the consent (evidenced as
provided in Article IX) of the holders of not less than a majority in
aggregate principal amount of the Debentures at the time outstanding, the
Company and Parent, when authorized by the resolutions of the Board of
Directors and Parent Board of Directors, respectively, and the Trustee, at the
Company's and Parent's expense, may" and (ii) the beginning of the second
paragraph thereof reads "Upon the written request of the Company and Parent,
accompanied by a copy of the resolutions of the Board of Directors and Parent
Board of Directors, respectively, certified by their respective Secretary or
Assistant Secretary authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent of
Debentureholders as aforesaid, the Trustee shall join with the Company and
Parent in the execution".
SECTION 7.13. Section 11.3 of the Indenture is hereby amended by
inserting a reference to ", Parent" after the reference to "the Company".
SECTION 7.14. All references to "the Company" in Sections 2.5(e),
15.3, 15.5, 15.6, 15.7, 15.8 and 15.10 of the Indenture, the fourth paragraph
of Section 15.2 of the Indenture and the third sentence of Section 15.9 of the
Indenture are hereby deleted and replaced with references to "Parent". The
first reference to "the Company" in the first sentence of the third paragraph
of Section 15.2 of the Indenture is hereby deleted and replaced with a
reference to "Parent".
<PAGE>
20
SECTION 7.15. All references to "the Board of Directors" in Section
15.5 of the Indenture are hereby deleted and replaced with references to
"Parent Board of Directors".
SECTION 7.16. The last sentence of Section 15.5(g) is hereby amended
so that the words "of the type" are inserted after the first reference to
"transaction".
SECTION 7.17. The reference to "a Company plan" in Section 15.5(j)
is hereby deleted and replaced with a reference to "a Parent plan".
ARTICLE VIII
Acceptance of First Supplemental Indenture
SECTION 8.1. Trustee's Acceptance. The Trustee hereby accepts this
First Supplemental Indenture and agrees to perform the same under the terms
and conditions set forth in the Indenture.
ARTICLE IX
Miscellaneous Provisions
SECTION 9.1. Effectiveness of First Supplemental Indenture. This
First Supplemental Indenture shall be effective as of the Effective Time. In
the event the Merger Agreement shall be terminated or the merger shall
otherwise not become effective, this First Supplemental Indenture shall be
null and void and without effect.
SECTION 9.2. Effect of First Supplemental Indenture. Upon the
execution and delivery of this First Supplemental Indenture by the Company,
Parent and the Trustee, the Indenture shall be supplemented and amended in
accordance herewith, and this First Supplemental Indenture shall form a part
of the Indenture for all purposes, and every holder heretofore or hereafter
authenticated and delivered under the Indenture shall be bound thereby.
SECTION 9.3. Indenture Remains in Full Force and Effect. Except as
supplemented or amended hereby, all provisions in the Indenture shall remain
in full force and effect.
SECTION 9.4. Incorporation of Indenture. All the provisions of this
First Supplemental Indenture shall be
<PAGE>
21
deemed to be incorporated in, and made a part of, the Indenture; and the
Indenture, as supplemented and amended by this First Supplemental Indenture,
shall be read, taken and construed as one and the same instrument.
SECTION 9.5. Address of Parent for Notices. Any notice or demand
which by any provisions of the Indenture is required or permitted to be given
or served by the Trustee or by the Debentureholders on Parent shall be deemed
to have been sufficiently given or made, for all purposes, if given or served
by being deposited postage prepaid by registered or certified mail in a post
office letter box addressed (until another address is filed by Parent with the
Trustee) to Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, NJ
08933, Attention: Treasurer.
SECTION 9.6. Headings. The headings of the Articles and Sections of
this First Supplemental Indenture are inserted for convenience of reference
and shall not be deemed to be a part thereof.
SECTION 9.7. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
SECTION 9.8. Confirmation and Preservation of Indenture. The
Indenture as supplemented and amended by this First Supplemental Indenture is
in all respects confirmed and preserved.
SECTION 9.9. Conflict with Trust Indenture Act. If any provision of
this First Supplemental Indenture limits, qualifies or conflicts with any
provision of the Trust Indenture Act that is required under the Trust
Indenture Act to be part of and govern any provision of this First
Supplemental Indenture, the provision of the Trust Indenture Act shall
control. If any provision of this First Supplemental Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the provision of the Trust Indenture Act shall be deemed to apply to
the Indenture as so modified or to be excluded by this First Supplemental
Indenture, as the case may be.
SECTION 9.10. Successors. All covenants and agreements in this First
Supplemental Indenture by the Company and Parent shall be binding upon and
accrue to benefit of their respective successors. All covenants and agreements
in this First Supplemental Indenture by the
<PAGE>
22
Trustee shall be binding upon and accrue to the benefit of its successors.
SECTION 9.11. Separability Clause. In case any provision in this
First Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
SECTION 9.12. Benefits of First Supplemental Indenture. Nothing in
this First Supplemental Indenture, the Indenture or the Debentures, express or
implied, shall give to any Person, other than the parties hereto and thereto
and their successors hereunder and thereunder and the holders, any benefit of
any legal or equitable right, remedy or claim under this First Supplemental
Indenture, the Indenture or the Debentures.
SECTION 9.13. Trustee Not Responsible for Recitals. The recitals
herein contained are made by the Company and Parent, and not by the Trustee,
and the Trustee assumes no responsibility for the correctness thereof. The
Trustee makes no representations as to the validity or sufficiency of this
First Supplemental Indenture.
SECTION 9.14. Certain Duties and Responsibilities of the Trustees.
In entering into this First Supplemental Indenture, the Trustee shall be
entitled to the benefit of every provision of the Indenture relating to the
conduct or affecting the liability or affording protection to the Trustee,
whether or not elsewhere herein so provided, and the Trustee shall not be
under any responsibility to determine the correctness of any provisions
contained in this First Supplemental Indenture relating either to the kind or
amount of shares of stock or securities or property (including cash)
receivable by Debentureholders upon the conversion of their Debentures or to
any adjustment to be made with respect thereto.
SECTION 9.15. GOVERNING LAW. THIS FIRST SUPPLEMENTAL INDENTURE SHALL
BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND
FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.
<PAGE>
23
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, all as of the day and year first
above written.
CENTOCOR, INC.,
by
/s/ Dominic J. Caruso
-----------------------------
Name: Dominic J. Caruso
Title: Senior Vice President
and Chief Financial
Officer
JOHNSON & JOHNSON,
by
/s/ Kenneth A. Berlin
-----------------------------
Name: Kenneth A. Berlin
Title: Attorney-in-Fact
UNITED STATES TRUST COMPANY OF NEW
YORK, as Trustee,
by
/s/ John Guiliano
-------------------------------
Name: John Guiliano
Title: Vice President
EXHIBIT 12.1
JOHNSON & JOHNSON AND SUBSIDIARIES
STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(1)
(Dollars in Millions)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
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
-------------- -------------- -------------- ------------- ----------- -----------
Determination of Earnings:
Earnings Before Provision for
Taxes on Income..................... $ 1,511 $ 4,269 $ 4,576 $ 4,033 $ 3,317 $ 2,681
Fixed Charges......................... 62 190 198 204 219 234
-------- -------- -------- --------- -------- ---------
Total Earnings as Defined........... $ 1,573 $ 4,459 $ 4,774 $ 4,237 $ 3,536 $ 2,915
======== ======== ======== ======== ======== =========
Fixed Charges and Other:
Rents................................. 20 80 78 79 76 92
Interests............................. 42 110 120 125 143 142
-------- -------- -------- --------- -------- ---------
Fixed Charges................... 62 190 198 204 219 234
Capitalized Interest.................. 20 71 40 55 70 44
-------- -------- --------- ---------- -------- ---------
Total Fixed Charges............. $ 82 $ 261 $ 238 $ 259 $ 289 $ 278
======== ======== ======== ========== ======== ========
Ratio of Earnings to Fixed Charges......
19.18 17.08 20.06 16.36 12.24 10.49
======== ======== ========= ========== ======== =========
- ---------------
(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.
(2) 1998 earnings include charges related to restructuring of $613 million
and in-process research and development charges, relating primarily to
the DePuy acquisition, of $164 million. Excluding the effect of these
charges, the ratio of earnings to fixed charges would have been 20.06.
</TABLE>
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 relating to the consolidated financial statements, which appears 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 incorporation by reference of our report dated
January 25, 1999 relating to the financial statement schedule, which appears
in such Annual Report on Form 10-K. 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
November 18, 1999
