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
Date of Report: November 14, 1995
(Date of earliest event reported)
MINNESOTA MINING AND MANUFACTURING COMPANY
(Exact name of registrant as specified in its charter)
File No. 1-3285
(Commission File Number)
Delaware 41-0417775
(State of incorporation) (I.R.S. Employer
Identification Number)
3M Center 55144-1000
St. Paul, Minnesota (Zip Code)
(Address of principal executive offices)
Registrant's telephone, including area code: (612) 733-1110
Item 5. Other Events.
Attached hereto as Exhibit 20 is the press release issued by
the company on November 14, 1995, which is incorporated by
reference herein.
Item 7. Financial Statement and Exhibits.
(c) Exhibits.
(20) Press Release of Minnesota Mining and
Manufacturing Company dated November 14, 1995.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized on the date indicated.
MINNESOTA MINING AND
MANUFACTURING COMPANY
By: /s/ Janet L. Yeomans
Janet L. Yeomans,
Treasurer
Dated: November 27, 1995
EXHIBIT 20
FOR IMMEDIATE RELEASE
Media Contact: Dan Gahlon, 3M
612-733-8806
Investor Contact: Jon Greer, 3M
612-736-1915
3M to Launch Data Storage, Imaging Businesses
As Independent, Publicly Owned Company
Company to Withdraw from Videotape Market
St. Paul, Minn. - Nov. 14, 1995 - 3M announced today that it
intends to launch its data storage and imaging systems
businesses as an independent, publicly owned company.
L. D. DeSimone, chairman and chief executive officer, said,
"We are convinced that, as independent enterprises, 3M and
the new company both will be better-positioned for
profitable growth. They will serve customers better, provide
greater opportunities for employees, and increase
shareholder value."
Going forward:
3M will consist of two business sectors - Industrial and
Consumer, and Life Sciences. The Electro and Communications
Markets Group, currently part of the company's Information,
Imaging and Electronic Sector, will join the Industrial and
Consumer Sector. Together, these businesses - which draw on
many of 3M's traditional technological strengths - had sales
of more than $12 billion last year.
The new company - containing 3M's data storage and imaging
systems businesses - will be a swifter, leaner enterprise
serving markets in which it is a global leader. In 1994,
sales of these businesses totaled more than $2 billion.
DeSimone said, "The culture on which 3M has been built -
including innovation, risk-taking, respect for the
individual, teamwork and integrity - will be carried forth
by both companies."
This plan follows an intensified review of 3M's portfolio of
businesses. As part of the plan, 3M will discontinue its
audio and video tape business in a time frame estimated at
about 12 months. Sales of this business totaled about $650
million last year.
A Stronger 3M
DeSimone said that the businesses retained within 3M "hold
leading global market positions, have very good profit
margins, and generate strong cash flow."
The Industrial and Consumer Sector is the world's largest
supplier of tapes, with nearly 1,000 varieties. It also is a
leader in coated abrasives, surface conditioning products,
roofing granules, specialty chemicals, repositionable notes,
and home cleaning sponges and pads. Sales of this sector
totaled $5.9 billion in 1994. Operating profit was $994
million, 16.9 percent of sales.
3M's Electro and Communications Markets Group, now part of
the Industrial and Consumer Sector, is a leader in
electrical tapes, connectors, insulating materials, overhead
projectors and transparency films.
The Life Sciences Sector is the global leader in reflective
materials for highway safety, closures for disposable
diapers, and respirators for worker safety. It also is a
leader in medical and surgical supplies, drug-delivery
systems and dental products. Sales of this sector totaled
$4.6 billion last year. Operating income was $954 million,
21.0 percent of sales.
DeSimone said, "Together, 3M businesses draw on more than
two dozen major technology platforms - from adhesives to
microreplication - in which we hold a competitive advantage.
"Now our businesses will be able to concentrate all of their
efforts on using this strong technology base to continue to
invent unique solutions to customer needs around the world."
Over the years, few companies have created as many markets
as 3M. These range from waterproof sandpaper and Scotch
brand Transparent Tape to reflective materials for highway
signs and Post-it brand Notes.
DeSimone said, "We will maintain 3M's long-standing
tradition as a company driven by technology, innovation and
new-product development. At the same time, we will continue
to sharpen our customer focus."
As part of its emphasis on customer satisfaction, the
company is continuing to align its businesses into market-
centered groups.
"Our consumer, office supply and health care businesses have
been organized along market lines for some time. Now, our
industrial businesses are structured this way as well," he
said.
"While superior product quality and value remain critical
factors for success in the marketplace, the ability to
attract and keep customers increasingly depends on
outstanding service," DeSimone said. "The market-centered
approach we are following in 3M will make it even easier for
customers to do business with us."
"Through innovation and strong customer service, we expect
to continue to outpace the growth of the markets we serve,"
he said.
3M's Industrial and Consumer and Life Sciences sectors will
continue to be headed by their current executives. They are
Ronald A. Mitsch, executive vice president, Industrial and
Consumer Sector; and W. George Meredith, executive vice
president, Life Sciences Sector.
The New, Independent Company
DeSimone said the new company to be launched will "have all
of the elements necessary for success - excellent people;
advanced technology and products; a solid balance sheet; and
a cost structure appropriate to the markets in which it
operates."
3M's data storage business is the worldwide leader in
removable media used to store and transmit computer
information. Major product offerings include data
cartridges, diskettes and optical disks.
"This is a growing market with sales in excess of $3.5
billion," DeSimone said. "In addition to leading
technologies, 3M strengths in this market include close
relationships with major hardware and drive manufacturers, a
strong flow of new products, and the best distribution in
the industry." Among leading-edge new products are Travan
brand data cartridges, which set new standards for
performance and storage capacity.
The imaging systems business is the world's leading supplier
of color proofing materials, as well as laser imagers for
medical diagnostics. It also has a strong position in
printing plates, conventional X-ray films and private-label
color films. Major new innovations include the DryView brand
Laser Imaging System, which offers hospitals significant
cost savings and environmental benefits; and the Rainbow
brand Desktop Color Proofer, which extends digital proofing
capability to the desktop-publishing arena.
"The data storage and imaging systems businesses serve
markets that are fast-moving and in which technologies are
converging," DeSimone said. "We are convinced that a swift,
agile, stand-alone enterprise is the best way to maximize
opportunities for success there.
"When launched, this company will have not only excellent
people, technology and products, but also a streamlined
organization and a lower cost structure. This will mean
faster speed to market, increased customer responsiveness
and greater profitability."
Lawrence E. Eaton, executive vice president, Information,
Imaging and Electronic Sector, will head the transition team
that will create the new company. New, permanent leadership
will be announced in the near future.
Audio and Video Tape Business
As part of the planned changes, 3M will discontinue its
audio and video tape business in a time frame estimated at
about one year. "Despite strong efforts and many successes
- - including a leading market position - this business has
not been able to achieve a satisfactory return on investment
in recent years because of intense price competition,"
DeSimone said. "And we don't see the prospect for
significant improvement. While this is a decision we are not
happy to make, it is the right thing to do. I would like to
thank the 3M people in this challenging business for their
tremendous dedication and hard work."
The audio and video business, as well as 3M's data storage
and imaging systems businesses, will be treated as
discontinued operations of 3M for financial reporting
purposes.
"Customers of all businesses can count on 3M's full
attention and support during this transition," DeSimone
said.
3M expects to record pre-tax charges in excess of $600
million against fourth-quarter earnings. A portion of these
charges will be included in continuing operations. The
company's financial statements will be reclassified to
report the results of operations and related charges of the
data storage, imaging systems, and audio and video
businesses, on a net after-tax basis, as discontinued
operations.
3M and the new company will determine as soon as possible
what employment levels are appropriate for their
organizations, but 3M expects to reduce approximately 5,000
positions - most within the next 12 months. Of the 5,000,
about 3,000 will be in the United States - about 2,400 in
Minnesota. Taking advantage of growth, attrition and other
options, 3M expects a much smaller number of involuntary
separations, perhaps 1,000 to 1,500 in the United States and
half of those - 500 to 750 - in Minnesota. The reductions
will be concentrated in the audio and video products
business and in some support functions.
"From a business standpoint, it's important that we reach
our target employment level," DeSimone said. "What's more
important, from a people standpoint, is the manner in which
we achieve that level."
Historically, 3M has made extensive use of voluntary early
retirement programs, reduced hiring, filling of temporary
and part-time jobs with permanent 3M employees, and use of
pre-retirement leaves to achieve lower employment levels.
Since 1990, 3M's worldwide employment has declined by more
than 4 percent using these and other methods.
"3M has kept the number of involuntary separations low over
the years because, on an ongoing basis, we work hard to keep
3M streamlined and productive," DeSimone said. "Involuntary
separation is always our last method of choice. Our
continuous focus on productivity improvement has helped keep
that number to a minimum."
3M will implement the plan during 1996. 3M shareholders will
receive shares in the new company at the time the plan is
implemented. These shares will be in addition to the shares
they now hold in 3M. The transaction is expected to be tax-
free to shareholders and 3M.
The investment banking firm, Morgan Stanley & Co.,
Incorporated, and the law firm of Skadden, Arps, Slate,
Meagher & Flom, are serving as advisers to 3M.
From:
3M Corporate Public Relations & Government Affairs
3M Center, Building 225-1S-15
St. Paul, MN 55144-1000
