PROSPECTUS
10,000,000 SHARES
IVAX CORPORATION
COMMON STOCK
-----------------------------
This Prospectus relates to 10,000,000 shares of common stock, par value
$.10 per share (the "Common Stock"), which may be offered and issued by
IVAX Corporation (the "Company") from time to time in connection with
acquisitions of businesses or properties. An aggregate of 4,418,920 of the
10,000,000 shares of Common Stock covered by this Prospectus have already
been issued in connection with various acquisitions of businesses and
properties.
The Company anticipates that such acquisitions incurring in the future
will consist principally of businesses (or the assets thereof)
complementary to and related to the Company's current businesses, but on
occasion, an acquired business may be dissimilar to the businesses of the
Company. The consideration for acquisitions will consist of shares of
Common Stock, cash, notes or other evidences of indebtedness, guarantees,
assumption of liabilities, tangible or intangible property, or a
combination thereof, as determined from time to time by negotiations
between the Company and the owners or controlling persons of the businesses
or properties to be acquired. In addition, the Company may lease property
from and enter into management or consulting agreements and non-competition
agreements with the former owners and key executive personnel of the
businesses to be acquired.
The Company contemplates that the terms of an acquisition will be
determined by negotiations between the Company's representatives and the
owners or controlling persons of the businesses or properties to be
acquired. Factors taken into account in acquisitions include, among other
relevant factors, the quality and reputation of the business, the assets,
liabilities, results of operations and cash flows of the business, the
quality of its management and employees, its earnings potential, its
products and products under development, the geographic locations of the
business and the market value of the Common Stock of the Company when
pertinent. The Company anticipates that shares of Common Stock issued in
any such acquisition will be valued at a price reasonably related to the
market value of the Common Stock, either at the time the terms of the
acquisition are tentatively agreed upon, or at or about the time of
closing, or during the period or periods prior to delivery of the shares.
The Company does not expect that underwriting discounts or commissions
will be paid, except that finders fees may be paid to persons from time to
time in connection with specific acquisitions. Any person receiving any
such fees may be deemed to be an underwriter within the meaning of the
Securities Act of 1933.
The Common Stock is listed on the American Stock Exchange under the
symbol IVX. On May 25, 1995, the closing sale price of the Common Stock on
the American Stock Exchange was $25 3/4 per share.
-----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-----------------------------
The date of this Prospectus is May 26, 1995
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE THE SECURITIES OFFERED BY
THIS PROSPECTUS IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO
OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH AN OFFER, OR SOLICITATION OF AN
OFFER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF THE
SECURITIES OFFERED PURSUANT TO THIS PROSPECTUS SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
INFORMATION SET FORTH HEREIN OR IN THE AFFAIRS OF THE COMPANY SINCE THE
DATE OF THIS PROSPECTUS OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE CONSIDERED WHEN
EVALUATING THE TRANSACTIONS CONTEMPLATED BY THIS PROSPECTUS, SEE
"INVESTMENT CONSIDERATIONS."
TABLE OF CONTENTS
PAGE
Available Information.................................................. 3
Information Incorporated by Reference.................................. 3
The Company............................................................ 4
Investment Considerations.............................................. 4
Use of Proceeds......................................................... 8
Selected Consolidated Financial Data.................................... 9
Other Information...................................................... 11
Restrictions on Resale................................................. 11
Experts............................................................... 11
Legal Matters.......................................................... 11
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy and information
statements and other information, with the Securities and Exchange
Commission (the "SEC") pursuant to the Exchange Act, relating to its
business, financial statements and other matters. Such reports, proxy and
information statements and other information can be inspected and copied at
the public reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the SEC's regional offices at 7 World
Trade Center, Suite 1300, New York, N.Y. 10048 and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such material can also be obtained from the Public Reference
Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, certain reports, proxy materials and other
information concerning the Company can be inspected at the offices of the
American Stock Exchange, Inc. (the "AMEX"), 86 Trinity Place, New York, New
York 10006, the national securities exchange on which shares of Common
Stock are listed and traded.
INFORMATION INCORPORATED BY REFERENCE
The following documents previously filed with the SEC are hereby
incorporated by reference into this Prospectus:
(1) Annual Report on Form 10-K for the year ended December 31, 1994.
(2) Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-B, dated July 28, 1993.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Prospectus and
prior to termination of this Offering shall be deemed to be incorporated by
reference herein and made a part hereof from the date any such document is
filed. Any statements contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to
the extent that a statement contained herein (or in any other subsequently
filed document which also is incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed to constitute a part hereof except as so modified or
superseded.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF ANY SUCH DOCUMENTS, OTHER
THAN EXHIBITS TO SUCH DOCUMENTS, ARE AVAILABLE WITHOUT CHARGE TO ANY
PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS
DELIVERED UPON WRITTEN OR ORAL REQUEST TO ARMANDO A. TABERNILLA, VICE
PRESIDENT-LEGAL AFFAIRS, IVAX CORPORATION, 8800 NORTHWEST 36TH STREET,
MIAMI, FLORIDA 33178, TELEPHONE: (305) 590-2200. IN ORDER TO ENSURE TIMELY
DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE FIVE BUSINESS DAYS
BEFORE FINAL ACTION IS TO BE TAKEN WITH RESPECT TO A PROPOSED ACQUISITION
BY THE COMPANY INVOLVING THE ISSUANCE OF SECURITIES COVERED BY THIS
PROSPECTUS.
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<PAGE>
THE COMPANY
The Company is a holding company with subsidiaries engaged in the
research, development, manufacture and marketing of personal care products,
pharmaceuticals, intravenous solutions and related products, medical
diagnostic products and specialty chemicals. The Company's principal
executive offices are located at 8800 Northwest 36th Street, Miami, Florida
33178, and its telephone number is (305) 590-2200. For further information
about the business and operations of the Company, reference is made to the
Company's reports incorporated herein by reference. See "Information
Incorporated by Reference."
INVESTMENT CONSIDERATIONS
In addition to the other information contained or incorporated by
reference herein, the following factors should be considered carefully in
evaluating the Company and its business prospects.
VERAPAMIL
Net revenues attributable to sales of extended release verapamil HCl
("verapamil") constituted in excess of 10% of the Company's 1994
consolidated net revenues. Net revenues from verapamil manufactured by the
Company totalled $21.8 million during the first quarter of 1995 compared to
$35.9 million for the same quarter of 1994. The decrease in net revenues in
the 1995 first quarter compared to the 1994 first quarter was due primarily
to a reduction in the net selling price of verapamil caused by competition,
offset in part by increased volume caused by an increase in the
substitution rate of generic verapamil for brand name verapamil. The
Company had been the sole United States supplier of generic verapamil until
March 1994, when Zenith Laboratories, Inc. ("Zenith") began distribution of
generic verapamil supplied by a company marketing brand name verapamil.
Notwithstanding the Company's acquisition of Zenith, competition in the
generic verapamil market has continued because Zenith's former verapamil
supplier commenced distribution of generic verapamil through another
generic pharmaceutical company. Moreover, other manufacturers may obtain
regulatory approvals or otherwise determine to market generic verapamil
during the remainder of 1995 and thereafter. As additional competitors
enter the generic verapamil market, the resulting competition is likely to
further reduce the Company's verapamil net revenues and gross profit.
DEPENDENCY ON PRODUCT DEVELOPMENT
The Company's future success is largely dependent upon its ability to
develop, manufacture and market commercially viable new pharmaceutical
products and generic versions of off-patent pharmaceutical products.
Generally, in order to be marketed commercially, products must be developed
and tested, new products must be proven to be safe and effective in
clinical trials, generic products must be proven to be bioequivalent to the
name brand counterpart, and all products must receive requisite regulatory
approval. Each of these steps, as well as the process taken as a whole,
involves significant periods of time and expense. There can be no assurance
that any products presently under development, if and when fully developed
and tested, will perform in accordance with the Company's expectations,
that necessary regulatory approvals will be obtained in a timely manner, if
at all, or that any of such products can be successfully and profitably
produced and marketed.
COMPETITION AND TECHNOLOGICAL CHANGE
The markets in which the Company does business are highly competitive
and subject to rapid technological change. Competitors include major
pharmaceutical companies, many of which have considerably greater
financial, technical, clinical, marketing and other resources and
experience than the Company. The markets in which the Company competes and
intends to compete are undergoing, and are expected to continue to undergo,
rapid and significant technological change, and the Company expects
competition to intensify as
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technological advances in such fields are made. There can be no
assurance that developments by others will not render the products or
technologies of the Company obsolete or uncompetitive.
Revenues and gross profit derived from generic pharmaceutical products
tend to follow a pattern based on regulatory and competitive factors unique
to the generic pharmaceutical industry. As patents for brand name products
and related exclusivity periods mandated by regulatory authorities expire,
the first generic manufacturer to receive regulatory approval for generic
equivalents of such products is usually able to achieve relatively high
revenues and gross profit. As other generic manufacturers receive
regulatory approvals on competing products, prices and revenues typically
decline. Accordingly, the level of revenues and gross profit attributable
to generic products developed and manufactured by the Company is dependent,
in part, on its ability to develop and introduce new generic products, the
timing of regulatory approval of such products, and the number and timing
of regulatory approvals of competing products. In addition, competition in
the United States generic pharmaceutical market continues to intensify as
the pharmaceutical industry adjusts to increased pressures to contain
health care costs. Brand name companies are increasingly selling their
products into the generic market directly by acquiring or forming strategic
alliances with generic pharmaceutical companies. No regulatory approvals
are required for a brand name manufacturer to sell directly or through a
third party to the generic market, nor do such manufacturers face any other
significant barriers to entry into such market.
McGaw, Inc. ("McGaw"), a significant subsidiary of the Company which
provides intravenous solutions and related equipment to hospitals and
alternate site health care providers, faces substantial competition in the
markets in which it operates. There are three major suppliers of
intravenous solutions and related sets in the hospital and alternate site
health care markets: Baxter International, Inc. ("Baxter"), Abbott
Laboratories ("Abbott") and McGaw, with McGaw's share of this market (based
on revenues) accounting for less than 20%. Baxter and Abbott are major
diversified health care companies with significantly greater market shares
and financial, technological and marketing resources than McGaw. Baxter and
Abbott each offers a broad range of medical products in addition to
intravenous solutions, sets and related products, allowing them to give
different customer incentives, including higher volume discounts.
GOVERNMENTAL REGULATION
The Company's pharmaceutical and intravenous operations are subject to
extensive regulation by governmental authorities in the United States and
other countries, which regulate the testing, approval, manufacture,
labeling, marketing and sale of pharmaceutical products. The Company
devotes significant time, effort and expense addressing the extensive
government regulations applicable to its business, and in general, the
trend is towards more stringent regulation. The process of obtaining
regulatory approval is rigorous, time consuming and costly. There can be no
assurance that the Company will obtain necessary approvals on a timely
basis, if at all. Delays in receiving regulatory approvals would adversely
affect the Company's ability to market products commercially. Product
approvals by the United States Food and Drug Administration (the "FDA") and
comparable foreign regulatory authorities may be withdrawn if compliance
with regulatory standards is not maintained or if problems relating to the
products are experienced after initial approval.
HEALTH CARE REFORM
Political, economic and regulatory influences are resulting in
fundamental changes in the health care industry in the United States.
Numerous legislative proposals have been introduced or proposed in Congress
and in some state legislatures that would effect major changes in the
United States health care system nationally and at the state level. Reforms
under consideration include fundamental changes to the health care delivery
and payment system designed to, among other things, increase access to, and
decrease the cost of, health care. The Company anticipates that Congress
and state legislatures will continue to review and assess alternative
health care delivery systems and payment methods and that public debate of
these issues will likely continue in the future. Due to uncertainties
regarding the ultimate features of reform initiatives and their enactment
and implementation, the Company cannot predict which, if any, reform
proposals will be adopted, when they may
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be adopted or what impact they may have on the Company. There can be no
assurance that such reforms, if enacted, will not have a material adverse
effect on the Company.
CONCENTRATION OF OWNERSHIP
The executive officers and directors of the Company and two additional
shareholders of the Company currently have or share voting control over
approximately 26% of the issued and outstanding Company Common Stock.
Accordingly, such persons may have the ability to significantly influence
the election of the members of the Company's Board of Directors and other
corporate decisions.
VOLATILITY OF STOCK PRICE
The market prices for securities of companies engaged in pharmaceutical
development, including the Company, have been volatile. Among other things,
the announcement of technological innovations or new commercial products by
the Company or its competitors, changes in governmental regulation,
regulatory approvals by the Company or its competitors, developments
relating to patents or proprietary rights by the Company or its
competitors, publicity regarding actual or potential medical results with
respect to products under development by the Company or its competitors, as
well as period-to-period fluctuations in financial results, may have a
significant impact on the market price of the Company Common Stock. For the
52-week period ended May 26, 1995, the closing sale price per share of the
Company Common Stock, as reported on the American Stock Exchange, has
ranged from a high of $27 7/8 to a low of $14 7/8.
ACQUISITIONS AND OTHER CORPORATE TRANSACTIONS
The Company currently intends to expand through internal growth, the
acquisition of other businesses and strategic business alliances with other
companies, including licensing arrangements and joint ventures. The Company
regularly reviews potential acquisitions and business alliances, some of
which may be material, and is currently having preliminary discussions with
various companies with respect to various acquisitions and business
alliances which could result in material changes in the Company's financial
condition and operating results.
Historically, the Company has generally acquired other businesses
through the issuance of common stock. As reflected in the selected
historical financial information of the Company, since January 1, 1992, the
Company has acquired nine businesses which may be deemed significant under
applicable regulations of the SEC, all of which have involved the issuance
of shares of the Company Common Stock either alone or in combination with
cash payments. As consideration for any future acquisition, the Company may
pay cash, contribute assets, incur indebtedness or issue debt or equity
securities. The Company does not intend to seek shareholder approval for
any such acquisitions unless required by law or the rules of the AMEX.
There are currently 250 million shares of the Company Common Stock
authorized for issuance, of which approximately 114.8 million shares were
outstanding at May 25, 1995, and approximately 18.4 million shares were
reserved for issuance pursuant to stock option plans and other employee
benefit plans, conversion of outstanding warrants and debentures, and
conversion of the Company's 6 1/2% Convertible Subordinated Notes due 2001.
Accordingly, approximately 116.8 million shares of the Company Common Stock
are authorized and available for issuance from time to time in the
discretion of the Company's Board of Directors, including issuances in
connection with future acquisitions.
CERTAIN LITIGATION
In September 1994, parties purporting to be shareholders of the Company
filed a class action complaint against the Company, all but one of its
directors and certain of its officers in the United States District Court
for the Southern District of Florida which consolidates, amends and
supplements a number of similar complaints
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filed earlier in 1994. The consolidated lawsuit is styled HARVEY M.
JASPER RETIREMENT TRUST AND HARVEY M. JASPER INDIVIDUAL RETIREMENT ACCOUNT
ET AL. VS. IVAX CORPORATION AND PHILLIP FROST ET AL. Plaintiffs seek to act
as representatives of a class consisting of all purchasers of the Company
Common Stock between January 14 and May 2, 1994, including as a subclass
parties who exchanged their shares of McGaw common stock for the Company
Common Stock in connection with the Company's acquisition of McGaw in March
1994. In general, the complaints allege violations of Sections 10(b), 14(a)
and 20(a) of the Exchange Act and the rules promulgated thereunder, and
Sections 11, 12(2) and 15 of the Securities Act of 1933, as amended (the
"Securities Act"), as well as a claim for negligent misrepresentation. The
complaint alleges that the Company made untrue statements of material fact
and/or omitted to state material facts necessary to make statements made
not misleading in its public disclosure documents, in communications to
securities analysts and to the public, and in the Company's registration
statement and proxy statement-prospectus distributed in connection with the
acquisition of McGaw, relating primarily to net revenues and earnings,
verapamil sales, and effects of competition in the verapamil tablet market
on the Company's net revenues and earnings. In addition, the former
chairman and chief executive officer of McGaw individually filed a similar
complaint, now pending in the Southern District of Florida, against the
Company and Dr. Frost, alleging many of the same securities laws violations
as the preceding complaint and certain additional state law claims. The
class action complaint seeks an unspecified amount of compensatory and
recessionary damages, equitable and/or injunctive relief, interest,
litigation costs and attorneys' fees. The complaint filed by the former
McGaw chairman seeks up to $21 million in compensatory damages (and up to
$48 million in rescissionary damages upon tender of the Company shares held
by plaintiff), as well as punitive damages, litigation costs and attorneys'
fees. The former McGaw chairman's suit has been consolidated for all
purposes, including trial, with the class action suit described above. The
outside directors of the Company initially named as defendants in the class
action suit were dismissed without prejudice from the consolidated actions
pursuant to a stipulation filed in January 1995. In February 1995, the
Company and certain of its officers and directors filed a motion to dismiss
the consolidated amended complaint. In March 1995, the former McGaw
chairman filed a motion to opt out of the class action and to proceed under
a separate complaint. All of these motions remain pending.
In July 1994, an action styled ABS MB INVESTMENT LIMITED PARTNERSHIP
AND ABS MB LTD. VS. IVAX CORPORATION was filed against the Company in the
United States District Court for the District of Maryland. Plaintiffs,
shareholders of McGaw at the time of its acquisition by the Company,
alleged that the Company violated Sections 11 and 12(2) of the Securities
Act, as well as certain state securities laws, and that it breached certain
provisions of the merger agreement and the Company's bylaws, by issuing to
plaintiffs shares of the Company's common stock subject to the restrictions
imposed by Rule 145 promulgated under the Securities Act and Accounting
Series Release 135 ("ASR 135"). ASR 135 provides that an affiliate of any
company in a business combination to be treated as a pooling of interest
may not sell or reduce its risk relative to common shares received in the
business combination until such time as financial results covering at least
30 days of post-merger combined operations have been published. The
plaintiffs claim that, as a result of the restrictions imposed on the
certificates issued to them, they suffered damages from the loss of value
of their shares, and seek damages of $11 million, plus expenses and
attorneys' fees. In August 1994, plaintiffs filed a motion for partial
summary judgment, and in September 1994, the Company filed a motion to
dismiss and a motion to transfer venue to the Southern District of Florida.
All of these motions remain pending.
In late April 1995, Zenith Laboratories, Inc. ("Zenith"), a
wholly-owned subsidiary of the Company, received approvals from the Food
and Drug Administration to manufacture and market the antibiotic cefaclor
in capsule and oral suspension formulations in the United States. Cefaclor
is the generic equivalent of Ceclor registered trademark, a product of Eli
Lilly and Company ("Lilly"). On April 27, 1995, Lilly filed a lawsuit against
Zenith and others styled ELI LILLY AND COMPANY V. AMERICAN CYANAMID COMPANY,
BIOCRAFT LABORATORIES, INC., ZENITH LABORATORIES, INC. AND BIOCHIMICA OPOS
S.P.A. in the United States District Court for the Southern District of
Indiana, Indianapolis Division. In general, the lawsuit alleges that Zenith's
cefaclor raw material supplier, a third party unaffiliated with the
Company, manufactures cefaclor raw material in a manner which infringes two
process patents owned by Lilly, and that Zenith and the other named
defendants have knowingly and willfully infringed and induced the supplier
to infringe the patents by importing the raw material into the United
States.
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The lawsuit seeks to enjoin Zenith and the other defendants from
infringing or inducing the infringement of the patents and from making,
using or selling any product incorporating the raw material provided by
such supplier, and seeks an unspecified amount of monetary damages and the
destruction of all cefaclor raw material manufactured by the supplier and
imported into the United States. On April 17, 1995, Lilly filed a motion,
which is presently pending, for preliminary injunction against the United
States based defendants, including Zenith, which seeks to enjoin them from
importing, using or selling cefaclor. Ceclor registered trademark is a
registered trademark of Eli Lilly and Company.
The Company intends to defend each of the foregoing lawsuits
vigorously. Although the Company believes such lawsuits are without merit,
any of such lawsuits, if determined adversely to the Company, would likely
have a material adverse effect on the Company's financial position and
results of operations. Additional information concerning this and other
lawsuits pending against the Company and its subsidiaries is contained in
the Company's reports incorporated herein by reference. See "Information
Incorporated by Reference."
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock which may be offered
and issued by the Company from time to time in the acquisition of other
businesses or properties. Other than the businesses or properties acquired,
there will be no proceeds to the Company from these offerings.
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<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following is a summary of certain financial information of the
Company and its consolidated subsidiaries and is qualified in its entirety
by, and should be read in conjunction with, the detailed information and
consolidated financial statements, including notes thereto, included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994
and its Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.
The unaudited consolidated interim period financial statements include, in
the opinion of management, all adjustments necessary to present fairly the
data for such periods. The results of operations for interim periods are
not necessarily indicative of results to be achieved for full fiscal years.
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS
ENDED
MARCH 31, (1)(2) YEAR ENDED DECEMBER 31,(1)(2)
---------------- --------------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Net revenues............................ $281,080 $259,474 $1,134,806 $1,062,945 $853,497 $600,766 $329,066
Income before
extraordinary items.................... 23,303 24,968 89,872 107,982 37,410 15,647 7,159
Net income.............................. 23,357 23,320 89,049 99,354 29,820 17,850 7,874
Earnings per common share:
Primary:
Earnings before extra-
ordinary items....................... .20 .21 .77 .94 .37 .17 .08
Net earnings.......................... .20 .20 .76 .87 .29 .19 .09
Fully Diluted:
Earnings before extra-
ordinary item........................ .20 .21 .77 .93 .37 .17 .08
Net earnings.......................... .20 .20 .76 .86 .29 .19 .09
Weighted average number of common
shares outstanding, primary ........... 117,564 117,057 116,339 114,722 99,642 91,714 83,348
Weighted average number of common
shares outstanding,
fully diluted ......................... 118,690 117,347 116,792 115,504 99,928 92,927 83,387
Cash dividends per common share......... $ - $ - $ .06 $ .04 $ - $ - $ -
</TABLE>
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SELECTED CONSOLIDATED FINANCIAL DATA - (CONTINUED)
<TABLE>
<CAPTION>
(UNAUDITED)
MARCH 31, (1)(2) DECEMBER 31,(1)(2)
---------------- ------------------------------------
1995 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE
SHEET DATA:
Working capital......................... $ 344,102 $ 332,818 $ 295,413 $214,479 $199,910 $ 56,218
Total assets............................ 1,133,259 1,106,704 1,001,279 848,075 812,484 465,831
Total long-term debt, net of
current portion........................ 248,679 253,839 278,708 334,722 313,951 208,729
Shareholders' equity ................... 670,448 634,456 527,772 339,657 295,969 131,229
Book value per common
share (3).............................. 5.85 5.56 4.65 3.05 2.71 1.31
<FN>
(1) Figures have been restated to reflect the acquisitions of the
following companies, each of which was accounted for under the pooling
of interests method of accounting: Zenith Laboratories, Inc. and McGaw,
Inc. (since its inception in October 1990) in 1994; Johnson Products
Co., Inc. in 1993; Willen Drug Company, DVM Pharmaceuticals, Inc.,
Waverley Pharmaceuticals Limited, and H N Norton Co. in 1992; and
Norton Healthcare Limited in 1990. Figures include the results of the
following businesses acquired by purchase since the respective
acquisition dates: 60% of the shares of Galena, a.s., on July 25,
1994; certain assets and the assumption of certain liabilities of Elf
Atochem North America, Inc. on June 7, 1993; Flori Roberts, Inc. on
July 28, 1992; and Goldline Laboratories, Inc. and Bioline
Laboratories, Inc. effective December 1, 1991.
(2) All references in the table to the number of common shares
and all per share amounts have been adjusted to give retroactive
effect to the three-for-two stock split effected in the form of a
stock dividend paid on March 25, 1991 and the three-for-two stock
split paid on November 15, 1991.
(3) Assumes conversion of Zenith's 10.00% Cumulative Convertible Preferred
Stock.
</FN>
</TABLE>
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OTHER INFORMATION
Acquisitions involving the offer and issuance of shares of the
Company Common Stock may require approval by certain federal and state
regulatory bodies. The rights of dissenting stockholders of any acquired
corporation and the federal income tax consequences for persons involved in
any acquisition involving the issuance of shares of the Company Common
Stock will be determined on a case-by-case basis for each acquisition.
RESTRICTIONS ON RESALE
This Prospectus, which has been prepared in accordance with the
SEC's Form S-4, is not available for use in connection with reoffers or
resales of securities acquired pursuant to this Prospectus by persons who
may be deemed "affiliates" of the Company as such term is defined by the
SEC. Such "affiliates" may sell such shares only pursuant to a prospectus
prepared in accordance with a Commission form which is available for such
purpose or pursuant to an available exemption from the registration
requirements of the Securities Act.
EXPERTS
The financial statements and schedules, incorporated by reference
in this Prospectus and elsewhere in the Registration Statement, to the
extent and for the periods indicated, have been audited by Arthur Andersen
LLP, independent public accountants, Coopers & Lybrand L.L.P., independent
accountants and Ernst & Young LLP, independent auditors, and their reports
are included in reliance upon the authority of said firms as experts in
accounting and auditing in giving said reports.
LEGAL MATTERS
The validity of the shares of the Company Common Stock being
registered under the Registration Statement of which this Prospectus is a
part will be passed upon for the Company by Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., 150 West Flagler Street, Suite 2200, Miami,
Florida 33130-1557.
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