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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 2, 2000 Commission file number 1-3215
J O H N S O N & J O H N S O N
(Exact name of registrant as
specified in its charter)
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New Jersey 22-l024240
(State of (I.R.S. Employer
Incorporation) Identification No.)
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (732) 524-0400
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
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Name of each exchange on
Title of each class which registered
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Common Stock, Par Value $1.00 New York Stock Exchange
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ X ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant on February 22, 2000 was approximately $108.1 billion.
On February 22, 2000 there were 1,389,935,650 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II: Portions of registrant's annual report to shareowners for fiscal
year 1999.
Part III: Portions of registrant's proxy statement for its 2000 annual
meeting of shareowners.
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SIGNATURES
Pursuant to the requirements of Section l3 of the Securities Exchange Act
of l934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: June 27, 2000 JOHNSON & JOHNSON
(Registrant)
By /s/ R. S. Larsen
---------------------------------------
R. S. Larsen, Chairman, Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of l934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
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Signature Title Date
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/s/ R. S. Larsen Chairman,
----------------------- Board of Directors and
R. S. Larsen Chief Executive
Officer, and Director
(Principal
Executive Officer) June 27, 2000
/s/ R. J. Darretta Vice President-Finance
----------------------- (Principal Financial
R. J. Darretta Officer) June 26, 2000
/s/ C. E. Lockett Controller June 27, 2000
-----------------------
C. E. Lockett
/s/ G. N. Burrow Director June 26, 2000
-----------------------
G. N. Burrow
/s/ J. G. Cooney Director June 22, 2000
-----------------------
J. G. Cooney
/s/ J. G. Cullen Director June 23, 2000
-----------------------
J. G. Cullen
/s/ M. J. Folkman Director June 22, 2000
--------------------------
M. J. Folkman
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Signature Title Date
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/s/ A. D. Jordan Director June 22, 2000
------------------------
A. D. Jordan
Director June , 2000
------------------------
A. G. Langbo
/s/ J. S. Mayo Director June 22, 2000
------------------------
J. S. Mayo
/s/ L. F. Mullin Director June 23, 2000
-------------------------
L. F. Mullin
/s/ H. B. Schacht Director June 23, 2000
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H. B. Schacht
/s/ M. F. Singer Director June 23, 2000
------------------------
M. F. Singer
/s/ J. W. Snow Director June 22, 2000
------------------------
J. W. Snow
/s/ R. N. Wilson Vice Chairman, June 27, 2000
------------------------ Board of Directors
R. N. Wilson and Director
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EXHIBIT INDEX
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Reg. S-K
Exhibit Table Description
Item No. of Exhibit
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3(a)(i) Restated Certificate of Incorporation dated April 26,
1990- Incorporated herein by reference to Exhibit 3(a)
of the Registrant's Form 10-K Annual Report for the year
ended December 30, 1990.
3(a)(ii) Certificate of Amendment to the Restated Certificate of
Incorporation of the Company dated May 20, 1992 --
Incorporated herein by reference to Exhibit 3(a) of the
Registrant's Form 10-K Annual Report for the year ended
January 3, 1993.
3(a)(iii) Certificate of Amendment to the Restated Certificate of
Incorporation of the Company dated May 21, 1996 --
Incorporated herein by reference to Exhibit 3(a)(iii) of
the Registrant's Form 10-K Annual Report for the year
ended December 29, 1996.
3(b) By-Laws of the Company, as amended effective April 23,
1999 -- Incorporated herein by reference to Exhibit 3 of
the Registrant's Form 10-Q Quarterly Report for the
quarter ended July 4, 1999.
4(a) Upon the request of the Securities and Exchange
Commission, the Registrant will furnish a copy of all
instruments defining the rights of holders of long term
debt of the Registrant.
10(a) Stock Option Plan for Non-Employee Directors --
Incorporated herein by reference to Exhibit 10(a) of the
Registrant's Form 10-K Annual Report for the year ended
December 29, 1996.*
10(b) 1995 Stock Option Plan (as amended) -- Incorporated
herein by reference to Exhibit 10(b) of the
Registrant's Form 10-K Annual Report for the year ended
January 3, 1999.*
10(c) 1991 Stock Option Plan (as amended) -- Incorporated
herein by reference to Exhibit 10(c) of the
Registrant's Form 10-K Annual Report for the year ended
December 28, 1997.*
10(d) 1986 Stock Option Plan (as amended) -- Incorporated
herein by reference to Exhibit 10(d) of the
Registrant's Form 10-K Annual Report for the year ended
December 28, 1997.*
10(e) 1995 Stock Compensation Plan -- Incorporated herein by
reference to Exhibit 10(e) of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1995.*
10(f) Executive Incentive Plan -- Incorporated herein by
reference to Exhibit 10(f) of the Registrant's Form 10-K
Annual Report for the year ended December 29, 1996.*
10(g) Domestic Deferred Compensation Plan (as amended) --
Incorporated herein by reference to Exhibit 10(g) of the
Registrant's Form 10-K Annual Report for the year ended
December 29, 1996.*
10(h) Deferred Fee Plan for Directors (as amended) --
Incorporated herein by reference to Exhibit 10(h) of the
Registrant's Form 10-K Annual Report for the year ended
December 29, 1996.*
10(i) Executive Income Deferral Plan (as amended)--(1). *
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10(j) Excess Savings Plan -- Incorporated herein by reference
to Exhibit 10(j) of the Registrant's Form 10-K Annual
Report for the year ended December 29, 1996.*
10(k) Supplemental Retirement Plan -- Incorporated herein by
reference to Exhibit 10(h) of the Registrant's Form 10-K
Annual Report for the year ended January 3, 1993.*
10(l) Executive Life Insurance Plan -- Incorporated herein by
reference to Exhibit 10(i) of the Registrant's Form 10-K
Annual Report for the year ended January 3, 1993.*
10(m) Stock Option Gain Deferral Plan --(1). *
10(n) Estate Preservation Plan --(1). *
12 -- Statement of Computation of Ratio of Earnings to
Fixed Charges -- (1).
13 -- Pages 22-46 of the Company's Annual Report to
Shareowners for fiscal year 1999 (only those portions
of the Annual Report incorporated by reference in this
document are deemed "filed") - (1).
21 -- Subsidiaries -- (1).
23 -- Consent of Independent Auditors - (1).
27 -- Financial Data Schedule for Year Ended January 2,
2000 - (1).
99(a)(i) -- Form 11-K for the Johnson & Johnson Savings
Plan -- Filed with this document.
99(a)(ii) -- Form 11-K for the Johnson & Johnson Retirement
Savings Plan -- Filed with this document.
99(a)(iii) -- Form 11-K for the Johnson & Johnson Savings Plan for
Union Represented Employees -- Filed with this document
99(a) (iv) -- Form 11-K for the Centocor Qualified Savings and
Retirement Plan -- Filed with this document.
99(b) -- Cautionary Statement pursuant to Private Securities
Litigation Reform Act of 1995: "Safe Harbor" for
Forward-Looking Statements -- (1).
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(1) Incorporated herein by reference to the Exhibit bearing the same Exhibit
Number in Registrant's Form 10-K Annual Report for the fiscal year ended January
2, 2000.
* Management contracts and compensatory plans and arrangements required to be
filed as Exhibits to this form pursuant to Item 14(c) of the report.
A copy of any of the Exhibits listed above will be provided
without charge to any shareowner submitting a written request specifying the
desired Exhibit(s) to the Secretary at the principal executive offices of the
Company.
