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As filed with the Securities and Exchange Commission
on December 23, 1998
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 23, 1998
(Date of Report)
BALLARD MEDICAL PRODUCTS
(Exact name of registrant
as specified in its charter)
1-12318
(Commission file number)
UTAH
(State or other jurisdiction of incorporation
or organization)
87-0340144
(I.R.S. Employer Identification No.)
12050 Lone Peak Parkway, Draper, Utah 84020
(Address and Zip Code
of principal executive offices)
(801) 572-6800
(Registrant's telephone number,
including area code)
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ITEM 5. OTHER EVENTS
Set forth below is the text of a press release issued
by the Company December 23, 1998:
"On December 23, 1998 the Company announced that it has
entered into a definitive merger agreement with Kimberly-
Clark Corporation. Under the terms of the merger agreement,
Ballard shareholders will receive $25 for each share of
Ballard common stock, payable in Kimberly-Clark stock. The
Kimberly-Clark shares to be delivered will be valued based
upon the average closing price of Kimberly-Clark stock over
a period of ten days ending five days prior to the date of
closing. The transaction was unanimously approved today by
the boards of directors of both companies. Based on
Ballard's approximate 30.5 million shares outstanding, the
transaction has an equity value of $764 million.
The transaction, which is expected to be a tax-free
exchange for Ballard shareholders, is anticipated to be
completed in early 1999 and is subject to certain
conditions, including regulatory clearances and approval by
Ballard shareholders. Dale H. Ballard, Chairman, President
and CEO of Ballard Medical, has agreed to vote his equity
interest in the Company in favor of the transaction. In
connection with the merger agreement, the Company granted
Kimberly-Clark an option to acquire 19.9% of Ballard
Medical's outstanding stock under certain circumstances. In
addition, under certain circumstances, Kimberly-Clark would
be paid a cash termination fee by the Company.
"We believe this merger will bring excellent value to
our shareholders, both in the short term and in the long
term," said Mr. Ballard. "We are very excited at the
prospect of Ballard joining forces with the Professional
Health Care sector of Kimberly-Clark. Combining Kimberly-
Clark's resources and product lines with those of Ballard,
we will have a very strong platform from which to continue
to grow both domestically and internationally."
Ballard reported sales for its fiscal year ending
September 30, 1998 of $150,062,671 with net income of
$32,013,520. Kimberly-Clark reported sales of $12,546.6
million for its fiscal year ending December 31, 1997, with
net income of $901.5 million.
All statements in this Form 8-K, other than statements
of historical fact, are forward-looking statements that
involve known and unknown risks and uncertainties.
Accordingly, investors are cautioned against putting undue
reliance on any such statements, as no assurance can be
given that the assumptions underlying such statements will
prove to have been correct. As stated, closing on the
proposed merger is subject to a number of conditions. The
Company disclaims any obligation to announce publicly the
results of any revisions to any forward-looking statements
herein to reflect future events or developments."
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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 hereunto duly
authorized.
BALLARD MEDICAL PRODUCTS
Dated: December 23, 1998 By: Dale H. Ballard, President
