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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 1998
JONES MEDICAL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-15098 43-1229854
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1945 CRAIG ROAD, ST. LOUIS, MO 63146
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 576-6100
_______________________________________________________________________
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On March 17, 1998, Jones Medical Industries, Inc. (the "Registrant")
and its wholly-owned subsidiary, JMI-Phoenix Laboratories, Inc. ("JMI-Phoenix")
announced the signing of a definitive agreement with Twin Laboratories Inc. and
its wholly-owned subsidiary, Bronson Laboratories, Inc. to sell: (i) certain of
the Registrant's assets that comprise its branded vitamin and nutritional
supplement products marketed under the Bronson Pharmaceutical and MD
Pharmaceutical tradenames ("Branded Vitamin Products"); and (ii) substantially
all of the assets of JMI-Phoenix which manufactures the Branded Vitamin Products
for the Registrant and performs contract manufacturing of vitamin and
nutritional supplement products for others. The purchase price for the assets
being sold by the Registrant is $55 million in cash subject to adjustment for
changes in working capital and operating income as provided in the agreement.
Pursuant to the terms of the agreement, the closing of the transaction
is conditioned upon, among other things, the expiration or termination of the
applicable waiting period under Section 7A of the Clayton Act, 15 U.S.C. Section
18a, as added by Section 301 of the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 ("HSR"). It is anticipated that closing of the transaction will occur on
March 31, 1998, or as promptly as practicable after expiration or termination of
the applicable HSR waiting period.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits.
Exhibit No. Exhibit
99.1 Registrant's Press Release announcing signing of
the agreement.
SIGNATURES
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.
JONES MEDICAL INDUSTRIES, INC.
By: ss/Dennis M. Jones
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Name: Dennis M. Jones
Title: President
Date: March 19, 1998
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EXHIBIT 99.1
[JONES MEDICAL INDUSTRIES, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE MARCH 17, 1998
JONES MEDICAL TO SELL
NUTRITIONAL PRODUCTS DIVISION FOR $55 MILLION
ST. LOUIS, MISSOURI - JONES MEDICAL INDUSTRIES, INC. (NASDAQ: JMED) today
announced the signing of an agreement to sell its branded nutritional products
division and associated contract manufacturing operations to Twin Laboratories
Inc. (NASDAQ: TWLB) for $55 million cash.
Mr. Dennis M. Jones, Chairman and CEO of Jones Medical, in commenting on the
divestiture, said, "The rapid growth of our pharmaceutical product portfolio has
allowed us to take this strategic action at this time. The potential
redeployment of assets into additional pharmaceutical products is very exciting;
however, the opportunity for management to more keenly focus is even more
important in my view. Further, we are most fortunate to have acquired several
niche products, over the past three years, that represent exceptional growth
opportunities. Therefore, I believe it important to narrow our concerted efforts
to assure continued rapid growth of our pharmaceutical sales and profits. The
disposition of our non-strategic nutritional lines and related contract
operations, which produce significantly lower gross margins, will allow us to
redeploy this asset base to products which can better benefit from our growing
pharmaceutical marketing capabilities."
In conclusion, Mr. Jones continued, "With funds available for investment nearing
$100 million, upon completion of the transaction, we are well prepared for the
acquisition of additional strategic pharmaceutical product opportunities."
The transaction is subject to notification under Hart-Scott-Rodino requirements.
It is expected that closing will be completed on March 31, 1998, or as promptly
as possible thereafter.
Jones Medical Industries, Inc., founded in 1981, is an emerging specialty
pharmaceutical manufacturer with an uninterrupted 16-year history of record
sales and profits. The Company's strategy has been to build a portfolio of
growing products through the acquisition of under-promoted FDA approved products
from other pharmaceutical companies. This strategy has allowed JMED to avoid the
risks associated with new drug development, thereby minimizing the lengthy and
costly FDA approval process.
For further information, please contact Investor Relations: (314) 576-6100.
