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
February 24, 1998
Mallinckrodt 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.)
675 McDonnell Boulevard, St. Louis, MO 63134
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, (314) 654-2000
including area code
<PAGE>
Item 5. Other Events
A press release was issued February 24, 1998. The relevant portion
of the text of that release was as follows:
ENGELHARD PLANS TO ACQUIRE MALLINCKRODT CATALYST BUSINESS
ST. LOUIS, Mo. and ISELIN, N.J., February 24, 1998 - Engelhard
Corporation (NYSEC:EC) and Mallinckrodt Inc. (NYSE:MKG) announced
today they have reached an agreement in principle for Engelhard to
buy Mallinckrodt's catalyst business for $210 million. The planned
transaction is subject to board approvals by both companies,
execution of a definitive agreement and other relevant approvals.
The proposed acquisition represents a strategic expansion of
Engelhard's chemical catalysts business, which markets a wide array
of high-performance products, technologies and services to enhance
chemical manufacturing. Mallinckrodt's catalyst business, which has
about $100 million in annual sales, includes Catalyst Resources in
Pasadena, Texas, and Calsicat in Erie, Pennsylvania.
Catalyst Resources produces custom and licensed polymerization
catalysts for the manufacture of polypropylene, an intermediate
chemical subsequently used to produce plastic products such as
automotive parts, bottles, containers, bags, industrial pipes,
carpeting and toys. Catalyst Resources also is expanding into the
manufacture and supply of custom and licensed catalysts for
polyethylene manufacture and metallocene catalysts. Calsicat is a
manufacturer of custom and proprietary catalysts for a wide variety
of applications.
Several Mallinckrodt catalyst product lines, including those
used for polyolefin and maleic anhydride manufacturing, and
chlorofluorocarbon (CFC) replacement, provide immediate opportunities
for Engelhard to diversify its product portfolio.
"This acquisition will be accretive to earnings and provide
positive cash flow in the first full year of operation, and will add
to shareholder value," said Orin R. Smith, Engelhard's chairman and
chief executive officer. "It will meet our key acquisition criteria,
including the ability to provide a return higher than our cost of
capital including risk, build on the company's core capabilities in
surface chemistry and materials science and contribute to our
expectations for future growth."
The acquisition will also generate greater value for customers,
according to James A. Martin, group vice president and general
manager of Engelhard's Chemical Catalysts Group.
"Combining these businesses dramatically enhances the value
Engelhard, Calsicat and Catalyst Resources bring to customers," said
Mr. Martin. "Synergies in products, technology and process
engineering diversify and strengthen our chemical catalyst portfolio.
A broader portfolio, in turn, means customers around the world can
better enhance their own chemical products and processes, resulting
in improved operating efficiencies, product performance and,
ultimately, their total overall cost to manufacture."
Mallinckrodt Inc. announced in late January its plan to divest
the asset of its industrial specialty chemical business units to
focus on its global healthcare business.
Mallinckrodt Inc. President and Chief Operating Officer Mack G.
Nichols said, "Engelhard has a fine reputation in the chemical
industry. We are pleased that our employees who have helped to build
value in these Mallinckrodt businesses will have the opportunity to
be associated with a widely respected organization."
Mallinckrodt Inc. manufactures and distributes healthcare
products, including imaging agents for radiological, cardiological,
urological and nuclear medicine applications. Its critical care
segment makes products for anesthesiology, respiratory care and blood
analysis; its specialty pharmaceuticals unit makes acetaminophen,
codeine salts and morphine. Based in St. Louis, Missouri, and
operating in more than 100 countries globally, Mallinckrodt Inc. had
fiscal 1997 net sales of $1.9 billion. The Mallinckrodt web site
address is (www.mallinckrodt.com).
Engelhard Corporation is a world-leading provider of
environmental technologies, specialty chemical products, engineered
materials and related services.
# # #
Mallinckrodt Inc.
ROGER A. KELLER
Vice President, Secretary
and General Counsel
DATE: February 24, 1998
