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 3, 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
The following information is provided to assist the readers of our
financial statement and is prepared in a manner consistent with the
pro forma financial information presented in the Form 8-K/A filed
November 3, 1997, pursuant to Article 11 of Regulation S-X for the
period ended June 30, 1997.
The following Unaudited Pro Forma Condensed Consolidated Statement of
Operations presents the combined results of operations of
Mallinckrodt Inc. (Mallinckrodt) and Nellcor Puritan Bennett
Incorporated (Nellcor) as if the August 28, 1997 acquisition of
Nellcor had occurred as of the beginning of fiscal 1997, after giving
effect to certain adjustments, including amortization of intangibles
and goodwill, increased interest payments on debt related to the
acquisition, reduced interest income from cash utilized to complete
the acquisition and the related tax effects. The Unaudited Pro Forma
Condensed Consolidated Statement of Operations does not necessarily
reflect the results of operations that would have occurred had
Mallinckrodt and Nellcor operated as a combined entity during such
periods.
Mallinckrodt Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended June 30, 1997
(In millions, except per share amounts)
<TABLE>
<CAPTION>
Quarters
--------------------------------------------------
<S> <C> <C> <C> <C> <C>
First Second Third Fourth Year
-------- -------- -------- -------- ----------
Net sales $ 612.9 $ 639.4 $ 678.8 $ 708.7 $ 2,639.8
Operating costs
and expenses:
Cost of goods
sold 329.0 349.0 368.9 380.4 1,427.3
Selling,
administration
and general
expenses 169.4 176.0 176.0 178.9 700.3
Research and
development
expenses 41.7 40.4 41.3 42.0 165.4
Restructuring
charges 9.7 9.7
Merger and
related costs 21.7 21.7
Other operating
(income) expense,
net (0.9) 1.1 (3.4) (4.0) (7.2)
-------- -------- -------- -------- ----------
Total operating costs
and expenses 539.2 588.2 582.8 607.0 2,317.2
-------- -------- -------- -------- ----------
Operating earnings 73.7 51.2 96.0 101.7 322.6
Interest income and
other nonoperating
income (expense),
net (0.9) 1.1 (0.9) 2.0 1.3
Interest expense (30.2) (29.5) ( 29.7) (28.8) (118.2)
-------- -------- -------- -------- ----------
Earnings before
income taxes 42.6 22.8 65.4 74.9 205.7
Income tax provision 16.9 11.8 23.4 27.4 79.5
-------- -------- -------- -------- ----------
Net earnings 25.7 11.0 42.0 47.5 126.2
Preferred stock
dividends (.1) (.1) (.1) (.1) (.4)
-------- -------- -------- -------- ----------
Available for common
shareholders $ 25.6 $ 10.9 $ 41.9 $ 47.4 $ 125.8
======== ======== ======== ======== ==========
EARNINGS PER
COMMON SHARE
Basic Quarter $ .34 $ .15 $ .57 $ .65
Year-to-
Date $ .34 $ .49 $ 1.06 $ 1.70 $ 1.70
Diluted Quarter $ .34 $ .14 $ .56 $ .64
Year-to-
Date $ .34 $ .48 $ 1.04 $ 1.67 $ 1.67
</TABLE>
The Unaudited Pro Forma Condensed Consolidated Statement of
Operations presented above does not include non-cash charges for
purchased research and development and the sale of inventory stepped
up to fair value at date of acquisition.
The EPS amounts have been restated to conform with the Financial
Accounting Standards Board Statement of Financial Accounting
Standards No. 128, Earnings Per Share. Statement 128 replaced the
previously reported primary and fully diluted earnings per share with
basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of
options, warrants and convertible securities. Diluted earnings per
share is very similar to the previously reported fully diluted
earnings per share.
# # #
Mallinckrodt Inc.
ROGER A. KELLER
Vice President, Secretary
and General Counsel
DATE: February 3, 1998
