<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 16, 1994
Mallinckrodt Group Inc.
(Exact name of registrant as specified in its charter)
New York 1-483 36-1263901
(State or other jurisdiction (Commission (I.R.S.Employer
of incorporation) File Number) Identification No.)
7733 Forsyth Boulevard, St. Louis, MO 63105-1820
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (314)854-5200
</PAGE>
<PAGE>
Item 5. Other Events
A press release was issued December 16, 1994. The relevant portion of
the text of that release was as follows:
MALLINCKRODT GROUP UNIT SIGNS AGREEMENT TO PURCHASE J. T. BAKER
ST. LOUIS, Mo., December 16, 1994 Mallinckrodt Group Inc. (NYSE:MKG)
announced today that an agreement has been signed to acquire J. T.
Baker Inc., a manufacturer of laboratory, process and microelectronic
chemicals, from Richardson-Vicks, Inc., a subsidiary of The Procter &
Gamble Company. The transaction is contingent upon normal
governmental regulatory approvals.
C. Ray Holman, Mallinckrodt Group chairman, president and chief
executive officer, said, "The addition of the J. T. Baker business,
with sales of about $130 million last year, will nearly double the
size of the company's Performance and Laboratory Chemicals Group and
provide immediate expansion into European markets. We're delighted to
implement yet another component of our strategy to build a premier
specialty chemicals business through product development, acquisitions
and strategic alliances."
Mallinckrodt Chemical President and Chief Executive Officer Mack
G. Nichols said that the J. T. Baker business is expected to
contribute positively to Mallinckrodt's earnings beginning in fiscal
1996. A modest dilutive impact is expected in the second half of the
current fiscal year, which will close June 30, 1995, due to
acquisition accounting adjustments. The cash-for-stock transaction
covers all of J. T. Baker s worldwide operations. The purchase price
will be reported after closing.
"This transaction will bring together two of the best known names
in the specialty chemicals industry and will give Mallinckrodt
enhanced geographic leverage on the existing international position of
J. T. Baker. Both companies have reported steadily improving profits
in recent years as they focused on businesses with higher growth and
profitability. Combining the two makes a logical strategic fit that
will complement and add value to the other and provide product and
service capabilities unmatched by any other company in the industry,"
Nichols said.
</PAGE>
<PAGE>
"The strategy for the J. T. Baker acquisition parallels our March
1994 acquisition of Catalyst Resources, Inc. from Phillips Petroleum
Company. That acquisition doubled the size of Mallinckrodt Chemical's
catalyst business; gave the company access to the polymerization
catalyst market, one of the fastest growing areas of chemical
catalysts; strengthened its presence and reputation in both the
international and domestic markets; and has had a favorable effect on
the company's sales and earnings."
Daniel B. Mulholland, president of J. T. Baker, said, "We're
pleased to be aligned now with a company whose strategic focus is
chemicals. J. T. Baker and Mallinckrodt both share well-established
reputations for supplying high quality products around the world.
Together, we are well positioned to better serve the needs of our
global customers into the 21st century."
Included in the acquisition are the J. T. Baker headquarters,
research & development facilities and manufacturing operations in
Phillipsburg, N. J.; manufacturing operations in Jackson, Tenn.,
Hayward, Calif., Deventer, the Netherlands, and Mexico City, Mexico;
and additional sales offices in the United States, Canada, Germany,
France, the United Kingdom, Italy and Singapore. J. T. Baker product
lines include chemicals used in industrial, government and educational
laboratories and for finished products manufacturing in the
pharmaceutical, health care, electronics and other industries; and
microelectronic chemicals used for producing semiconductor chips.
Founded in 1904, J. T. Baker became a subsidiary of Richardson-
Vicks, Inc. in 1941. Richardson-Vicks was purchased by Procter &
Gamble in 1985. Procter & Gamble had previously cited the lack of
strategic fit between J. T. Baker's chemical business and Procter &
Gamble's consumer products focus as the reason for the sale.
Mallinckrodt Chemical, founded in St. Louis in 1867, is
headquartered in Chesterfield, Mo. Its product lines include
analgesics, medicinal narcotics, peptides, catalysts and laboratory
chemicals. Mallinckrodt Chemical is the world's leading producer of
acetaminophen, the analgesic used in a number of over-the-counter pain
relievers, and is a joint venture partner in a worldwide flavors
business.
</PAGE>
<PAGE>
Mallinckrodt Group Inc., a St. Louis-based Fortune 250 company
with fiscal 1994 net sales of $1.94 billion, provides human and animal
health products and specialty chemicals through its three
international technology-based businesses Mallinckrodt Chemical and
Mallinckrodt Medical, both headquartered in the St. Louis area, and
Mallinckrodt Veterinary, headquartered in Mundelein, Ill.
Mallinckrodt Group and its subsidiaries have 10,200 employees
worldwide.
Mallinckrodt Group Inc.
Roger A. Keller
Vice President, Secretary and General Counsel
DATE: January 3, 1995
