<PAGE> 1
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UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO _______
COMMISSION FILE NUMBER 0-19725
PERRIGO COMPANY
----------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MICHIGAN 38-2799573
- ------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
117 WATER STREET
ALLEGAN, MICHIGAN 49010
----------------------- ----------------
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
(616) 673-8451
--------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
--------------------------------------------------
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
OUTSTANDING AT
CLASS OF COMMON STOCK JANUARY 16, 1998
- --------------------- -----------------
WITHOUT PAR 74,630,856 SHARES
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<PAGE> 2
PERRIGO COMPANY
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PAGE
PART I. FINANCIAL INFORMATION NUMBER
- ------------------------------ ------
<S> <C> <C>
Item 1. Financial Statements (Unaudited)
Condensed consolidated statements of income--Three months
and six months ended December 31, 1997 and 1996 3
Condensed consolidated balance sheets--December 31, 1997
and June 30, 1997 4
Condensed consolidated statements of cash flows--
Six months ended December 31, 1997 and 1996 5
Notes to condensed consolidated financial statements--
December 31, 1997 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
PART II. OTHER INFORMATION
- --------------------------
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 16
- ----------
</TABLE>
-2-
<PAGE> 3
PERRIGO COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $240,738 $221,665 $464,511 $433,839
Cost of sales 174,447 159,017 338,754 315,897
-------- -------- -------- --------
Gross profit 66,291 62,648 125,757 117,942
-------- -------- -------- --------
Operating expenses
Distribution 7,824 7,091 15,491 14,131
Research and development 2,999 3,671 5,941 6,939
Selling and administrative 29,804 26,998 55,493 51,645
Restructuring and redesign 119 1,373 483 2,362
Unusual litigation 2,053 1,516 3,735 3,296
-------- -------- -------- --------
42,799 40,649 81,143 78,373
-------- -------- -------- --------
Operating income 23,492 21,999 44,614 39,569
Interest and other expense 737 388 1,064 1,071
-------- -------- -------- --------
Income before income taxes 22,755 21,611 43,550 38,498
Income taxes 8,310 7,920 15,900 14,090
-------- -------- -------- --------
Net income $ 14,445 $ 13,691 $ 27,650 $ 24,408
======== ======== ======== ========
Basic earnings per share $ 0.19 $ 0.18 $ 0.37 $ 0.32
======== ======== ======== ========
Diluted earnings per share $ 0.19 $ 0.18 $ 0.36 $ 0.32
======== ======== ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-3-
<PAGE> 4
PERRIGO COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
----------- ---------
ASSETS (Unaudited)
<S> <C> <C>
Current assets
Cash and cash equivalents $ 2,185 $ 14,356
Accounts receivable, net of allowances of $3,382 and
$3,026, respectively 119,047 93,367
Inventories 182,730 161,473
Prepaid expenses and other current assets 16,254 13,182
----------- ---------
Total current assets 320,216 282,378
Property and equipment 401,633 358,913
Less accumulated depreciation 140,190 123,053
----------- ---------
261,443 235,860
Goodwill, net of accumulated amortization of $13,663 and
$12,467, respectively 48,870 40,834
Other 10,688 9,305
----------- ---------
$ 641,217 $568,377
=========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 73,997 $ 63,846
Payrolls and related taxes 13,691 17,219
Accrued expenses 34,025 29,932
Income taxes 3,419 1,450
Current installments on long-term debt 3,062 300
----------- ---------
Total current liabilities 128,194 112,747
Deferred income taxes 30,599 28,215
Long-term debt, less current installments 58,282 1,540
Minority interest 113 -
Shareholders' equity
Preferred stock, without par value, 10,000 shares authorized,
none issued - -
Common stock, without par value, 200,000 shares authorized,
74,628 and 76,516 issued, respectively 116,382 145,779
Cumulative translation adjustment (99) -
Retained earnings 307,746 280,096
----------- ---------
Total shareholders' equity 424,029 425,875
----------- ---------
$ 641,217 $568,377
=========== =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-4-
<PAGE> 5
PERRIGO COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED DECEMBER 31,
1997 1996
---- ----
<S> <C> <C>
Cash Flows From (For) Operating Activities:
Net income $ 27,650 $ 24,408
Depreciation and amortization 14,835 14,449
-------- --------
42,485 38,857
Accounts receivable (22,190) (15,608)
Inventories (18,828) (7,203)
Accounts payable 6,970 19,035
Other 3,425 9,466
-------- --------
Net cash from operating activities, net of
amounts acquired from business acquisitions 11,862 44,547
-------- --------
Cash Flows For Investing Activities:
Additions to property and equipment (32,986) (7,002)
Business acquisitions, net of cash acquired (15,827) -
Other (930) (268)
-------- --------
Net cash for investing activities (49,743) (7,270)
-------- --------
Cash Flows From (For) Financing Activities:
Borrowings of long-term debt 55,107 -
Repayments of long-term debt - (37,300)
Issuance of common stock 478 175
Repurchase of common stock (29,875) -
-------- --------
Net cash from (for) financing activities 25,710 (37,125)
-------- --------
Net (Decrease) Increase in Cash (12,171) 152
Cash and Cash Equivalents, at Beginning of Period 14,356 176
-------- --------
Cash and Cash Equivalents, at End of Period $ 2,185 $ 328
======== ========
Supplemental Disclosures of Cash Flow Information:
Interest paid $ 882 $ 1,241
Income taxes paid $ 14,392 $ 12,071
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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<PAGE> 6
PERRIGO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
NOTE A - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals and other adjustments) considered
necessary for a fair presentation have been included. Operating results for
the three and six month periods ended December 31, 1997 are not necessarily
indicative of the results that may be expected for the year ending June 30,
1998. The unaudited condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and footnotes thereto
included in the Company's annual report on Form 10-K for the year ended June
30, 1997.
Foreign currency-denominated assets and liabilities are translated into
U.S. dollars at the exchange rates existing at the balance sheet date. Income
and expense items are translated at the average exchange rates during the
respective periods. Translation adjustments resulting from fluctuations in the
exchange rates are recorded as a component of shareholders' equity. Gains and
losses resulting from exchange rate fluctuations on transactions denominated in
currencies other than the functional currency are not material.
NOTE B - INVENTORIES
The components of inventory consist of the following:
<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
---- ----
(in thousands)
<S> <C> <C>
Finished goods $86,396 $77,953
Work in process 60,638 53,291
Raw materials 35,696 30,229
-------- --------
$182,730 $161,473
======== ========
</TABLE>
NOTE C - RESTRUCTURING COSTS
For the six months ended December 31, 1997, the condensed consolidated
statement of income includes $483 of restructuring costs expensed as incurred
related primarily to business process redesign. In addition, $135 of costs
were paid, primarily related to severance and employee benefit costs that had
been accrued in a previous period. As of December 31, 1997, $684 remains in
accrued liabilities.
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<PAGE> 7
NOTE D - COMMITMENTS AND CONTINGENCIES
For the six months ended December 31, 1997, the condensed consolidated
statement of income includes $3,735 of unusual litigation costs related to a
purported class action and other legal matters as described in the Company's
annual report on Form 10-K for the year ended June 30, 1997. The Company
believes the actions and claims are without merit or are covered by insurance
and continues to vigorously defend against these actions.
NOTE E - EARNINGS PER SHARE
In February, 1997, the Financial Accounting Standards Board (FASB) issued
SFAS No. 128, "Earnings Per Share." The Statement simplifies the standards for
computing earnings per share (EPS) and makes them comparable to international
EPS standards. The Statement requires the presentation of both "basic" and
"diluted" EPS on the face of the income statement with a supplementary
reconciliation of the numerators and denominators used in the calculations.
The Statement is effective for financial statements issued for periods after
December 15, 1997, including interim periods.
A reconciliation of the numerators and denominators used in the "basic"
and "diluted" EPS calculations follows:
<TABLE>
<CAPTION>
3 months ended 6 months ended
December 31, December 31,
Numerator: 1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income used for both "basic"
and "diluted" EPS calculation $14,445 $13,691 $27,650 $24,408
======= ======= ======= =======
Denominator:
Weighted average shares outstanding
for the period - used for "basic"
EPS calculation 75,573 76,526 75,333 76,481
Weighted average options outstanding
for the period 1,205 689 1,181 719
------- ------- ------- -------
Weighted average shares outstanding
for the period - used for "diluted"
EPS calculation 76,778 77,215 76,514 77,200
======= ======= ======= =======
</TABLE>
Earnings per share for the three month and six month periods ended
December 31, 1996 have been restated to conform to SFAS No. 128.
NOTE F - NEW ACCOUNTING STANDARDS
In June, 1997, the FASB issued two new disclosure standards, as follows:
SFAS No. 130, "Reporting Comprehensive Income," establishes standards for
reporting and display of comprehensive income, its components and accumulated
balances.
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<PAGE> 8
Comprehensive income is defined to include all changes in equity except those
resulting from investments by owners and distribution to owners. Among other
disclosures, SFAS No. 130 requires that all items that are required to be
recognized under current accounting standards as components of comprehensive
income be reported in a financial statement that is displayed with the same
prominence as other financial statements.
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," which supersedes SFAS No. 14, "Financial Reporting for Segments
of a Business Enterprise," establishes standards for the way that public
enterprises report information about operating segments in annual financial
statements and requires reporting of selected information about operating
segments in interim financial statements issued to the public. It also
establishes standards for disclosures regarding products and services,
geographic areas and major customers. SFAS No. 131 defines operating segments
as components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance.
Both of these new standards are effective for financial statements for
fiscal years beginning after December 15, 1997 and require comparative
information for earlier years to be restated. The implementation of these new
standards will not affect results of operations and financial position, but may
have an impact on future financial statement disclosures.
-8-
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED DECEMBER 31, 1997 AND 1996
(DOLLARS IN THOUSANDS)
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996
- ---------------------------------------------
The Company's net sales increased by $19,073 or 8.6% to $240,738 for the
second quarter of fiscal year 1998, from $221,665 during the same period in
fiscal year 1997. The increase was primarily due to new product sales and
increases in unit sales to existing customers of analgesics, vitamins,
nutritional drinks and hair care products. New products included an analgesic
comparable to the brand Aleve(R) and "super vitamins" that contain more
vitamins and minerals than the comparable national brands.
Gross profit increased $3,643 or 5.8% for the second quarter of fiscal
year 1998 compared to the same period in fiscal year 1997. The gross profit
percentage for the second quarter of fiscal year 1998 was 27.5% compared to
28.3% for the same period in fiscal year 1997. The decrease in gross profit
percentage was primarily due to increases in sales of lower margin personal
care and vitamin products, competitive pricing pressures and outsourcing costs
incurred to meet customer needs.
Operating expenses increased $2,150 or 5.3% for the second quarter of
fiscal year 1998 compared to the same period in fiscal year 1997. Operating
expenses as a percentage of net sales were 17.8% for the second quarter of
fiscal year 1998 compared to 18.3% for the second quarter of fiscal year 1997.
Operating expenses consist of distribution, research and development, selling
and administration, restructuring and redesign and unusual litigation costs.
Excluding restructuring and redesign and unusual litigation costs, operating
expenses were 16.9% of net sales for the second quarter of fiscal year 1998
compared to 17.0% of net sales for the same period in fiscal year 1997.
Distribution expenses increased $733 or 10.3% from the second quarter of fiscal
year 1997 primarily due to increased shipment volume and higher warehouse costs
incurred in support of customers' delivery requirements. Distribution expense
as a percentage of net sales was 3.3% for the second quarter of fiscal year
1998, compared to 3.2% for the second quarter of fiscal year 1997. Research and
development expenses decreased $672 or 18.3% from the second quarter of fiscal
year 1997 primarily due to the timing of expenses related to the development of
new products which are approved through the FDA's Abbreviated New Drug
Application (ANDA) process. Research and development expenses for fiscal year
1998 are expected to be higher than the fiscal year 1997 expenses. Research
and development expense as a percentage of net sales was 1.2% for the second
quarter of fiscal year 1998 compared to 1.7% for the second quarter of fiscal
year 1997. Selling and administrative expenses increased $2,806 or 10.4% from
the second quarter of fiscal year 1997 primarily due to the higher sales
volume. Selling and administrative expense as a percentage of net sales was
12.4% for the second quarter of fiscal year 1998 compared to 12.2% for the
second quarter of fiscal year 1997. Restructuring and redesign and unusual
litigation costs decreased $717 or 24.8% from the second quarter of fiscal year
1997. See Notes C and D to the condensed consolidated financial statements.
-9-
<PAGE> 10
Interest expense increased to $536 for the second quarter of fiscal year
1997 from $388 for the same period in fiscal year 1998 due to higher borrowing
levels. Other expense increased $201 from the same period in fiscal year 1997.
The effective income tax rate was 36.5% for the second quarter of fiscal
year 1998 compared to 36.6% for the second quarter of fiscal year 1997.
SIX MONTHS ENDED DECEMBER 31, 1997 AND 1996
- -------------------------------------------
The Company's net sales increased by $30,672 or 7.1% to $464,511 for the
first six months of fiscal year 1998, from $433,839 during the same period in
fiscal year 1997. The increase was primarily due to new product sales and
increases in unit sales to existing customers of vitamins, analgesics,
antacids, hair care products and nutritional drinks. New products included an
analgesic comparable to the brand Aleve(R) and "super vitamins" that contain
more vitamins and minerals than the comparable national brands.
Gross profit increased $7,815 or 6.6% for the first six months of fiscal
year 1998 compared to the same period in fiscal year 1997. The gross profit
percentage for the first six months of fiscal year 1998 was 27.1% compared to
27.2% for the same period in fiscal year 1997.
Operating expenses increased $2,770 or 3.5% for the first six months of
fiscal year 1998 compared to the same period in fiscal year 1997. Operating
expenses as a percentage of net sales were 17.5% for the first six months of
fiscal year 1998 compared to 18.1% for the same period of fiscal year 1997.
Operating expenses consist of distribution, research and development, selling
and administration, restructuring and redesign and unusual litigation costs.
Excluding restructuring and redesign and unusual litigation costs, operating
expenses were 16.6% of net sales for the first six months of fiscal year 1998
compared to 16.8% of net sales for the same period in fiscal year 1997.
Distribution expenses increased $1,360 or 9.6% from the first six months of
fiscal year 1997 primarily due to increased shipment volume and higher
warehouse costs incurred in support of customers' delivery requirements.
Distribution expense as a percentage of net sales was 3.3% for the first six
months of fiscal year 1998, compared to 3.3% for the same period of fiscal year
1997. Research and development expenses decreased $998 or 14.4% from the first
six months of fiscal year 1997 primarily due to the timing of expenses related
to the development of new products which are approved through the FDA's ANDA
process. Research and development expenses for fiscal year 1998 are expected
to be higher than the fiscal year 1997 expenses. Research and development
expense as a percentage of net sales was 1.3% for the first six months of
fiscal year 1998 compared to 1.6% for the same period of fiscal year 1997.
Selling and administrative expenses increased $3,848 or 7.5% from the first six
months of fiscal year 1997 primarily due to the higher sales volume. Selling
and administrative expense as a percentage of net sales was 11.9% for the first
six months of fiscal years 1998 and 1997. Restructuring and redesign and
unusual litigation costs decreased $1,440 or 25.5% from the first six months of
fiscal year 1997. See Notes C and D to the condensed consolidated financial
statements.
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<PAGE> 11
Interest expense decreased from $1,071 for the first six months of fiscal
year 1997 to $561 for the same period in fiscal year 1998 due to lower
borrowing levels. Other expense increased $201 from the same period in fiscal
year 1997.
The effective income tax rate was 36.5% for the first six months of fiscal
year 1998 compared to 36.6% for the same period of fiscal year 1997.
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of fiscal year 1998, working capital net of
the effect of the business acquisition described below increased $18,325 and
cash flow from operating activities was $11,862. Changes in working capital
are net of the effect of the business acquisition described below. Accounts
receivable increased $22,190 due to increased sales and the timing of cash
receipts, inventories increased $18,828 in order to support increased sales
volume, and accounts payable increased $6,970 due to materials and component
purchases related to production increases.
The Company's capital expenditures for facilities and equipment were
$32,986 for the six months ended December 31, 1997. In order to support the
business process redesign effort and ongoing growth in sales, the Company is
investing in a number of projects. Planned capital expenditures will require
approximately $70,000 during fiscal year 1998, principally for construction of
two new distribution facilities, expansion of manufacturing facilities for
nutritional products, and capital costs related to an integrated software
package that was purchased in fiscal year 1997 which is expected to be
installed in early fiscal year 1999. The Company plans to finance capital
expenditures with cash flows from operations and, if required, additional
borrowings on its existing line of credit.
In September 1997, the Company acquired 87.8% of the outstanding shares of
Quimica y Farmacia, S.A. de C.V. for approximately $16,000. The purchase was
funded by cash generated from operations and cash provided from financing
activities. Quimica y Farmacia, S.A. de C.V. is a pharmaceutical manufacturer
and distributor located in Mexico. The assets, liabilities, sales and profits
of this acquisition are not considered material to the Company.
During the first six months of fiscal year 1998, the Company purchased
2,091 shares of common stock for $29,875 under its common stock repurchase
program. The common stock was retired.
YEAR 2000 COMPLIANCE
- --------------------
The Company, in 1996, began implementation of a new integrated software
package which is expected to replace a significant portion of its current system
in early fiscal year 1999. The Company performed a review of its current
computer-based systems and the new integrated system in order to determine
modifications needed to the systems for the Year 2000. Based on this review,
the Company does not expect the costs of systems modifications to be material to
the Company and currently anticipates that the modifications will be completed
prior to the year 2000. The Company does not expect that the cost of its Year
2000 compliance program will be
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<PAGE> 12
material to its financial condition or results of operations. In addition, the
Company has initiated procedures to identify key suppliers and customers with
potential Year 2000 issues. Currently, the Company does not have substantive
information concerning the compliance status of its suppliers and customers.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
- -------------------------------------------------------------------------
In accordance with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, please see Perrigo Company's Form 10-K for the
fiscal year ended June 30, 1997, under the heading "Safe Harbor For
Forward-Looking Statements," for a discussion of certain important factors as
they relate to forward-looking statements contained in this quarterly report.
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<PAGE> 13
PART II. OTHER INFORMATION
- ---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
At the Company's Annual Stockholders' Meeting held on November 6, 1997,
the Company's stockholders voted on the following matters:
1. Election of three directors of the Company;
2. Approval of Amendment to the Company's Employee Incentive Stock Option
Plan;
3. Approval of Amendment to the Company's Non-Qualified Stock Option Plan
for Directors;
4. The ratification of selection of independent accountants; and
5. Such other business as may properly come before the meeting.
The tabulation of votes provided by the Inspector of Election was as
follows:
<TABLE>
<CAPTION>
Proposal Voting Tabulation
-------- -----------------
1. Election of Directors
---------------------
Nominee For Withhold/Against
------- --- ----------------
<S> <C> <C>
F. Folsom Bell 70,890,844 203,534
Christopher J. Coughlin 70,687,792 406,586
Richard G. Hansen 70,936,387 157,991
Other Directors Whose Term
of Office Continues
-------------------
Peter R. Formanek
Larry D. Fredricks
L. R. Jalenak, Jr.
Michael J. Jandernoa
John W. Spoelhof
Mary Alice Taylor
Delivered
For Against Abstain Not Voted
--- ------- ------- ---------
<S> <C> <C> <C> <C>
2. Approval of Amendment to the
Company's Employee Incentive
Stock Option Plan 66,358,652 3,455,102 158,317 1,122,307
----------------------------
3. Approval of Amendment to the
Company's Non-Qualified Stock
Option Plan for Directors 68,220,278 2,676,352 197,748
-----------------------------
4. Ratification of Selection of
BDO Seidman, L. L. P. 70,832,238 137,468 124,672
---------------------
</TABLE>
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<PAGE> 14
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
3(a) Amended and Restated Articles of Incorporation of
Registrant, incorporated by reference from Amendment
No. 2 to Registration Statement No. 33-43834 filed by
the Registrant on September 23, 1993.
3(b) Restated Bylaws of Registrant, dated April 10, 1996,
incorporated by reference from the Registrant's
Form 8-K filed on April 10, 1996.
4(a) Shareholders' Rights Plan, incorporated by reference
from the Registrant's Form 8-K filed on
April 10, 1996.
10(a) Credit Agreement, dated June 30, 1996, between the
Registrant and NBD Bank, N.W., Sanwa Bank, Comerica
Bank-Detroit, PNC Bank, Westdeutsche Landesbank
Girozentrale and Old Kent Bank and Trust Company,
incorporated by reference from the Registrant's 1996
Form 10-K filed on September 25, 1996.
10(b) Registrant's Management Incentive Plan,
incorporated by reference from Registration
Statement No. 33-69324 filed by the Registrant on
September 23, 1993.
10(c) Registrant's 1988 Employee Incentive Stock Option
Plan as amended, incorporated by reference to
Exhibit A of the Registrant's 1995 proxy statement.
10(d) Registrant's 1989 Non-Qualified Stock Option Plan
for Directors, incorporated by reference from the
Registration Statement No. 33-43834 filed by the
Registrant on November 8, 1991.
27 Financial Data Schedule
</TABLE>
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<PAGE> 15
(b) The Company filed the following report on Form 8-K during the
three months ended December 31, 1997.
November 6, 1997:
Perrigo Company announced at its Annual Shareholders' Meeting
that Christopher J. Coughlin was elected by shareholders to the Board
of Directors for a three-year term expiring November, 2000. With the
appointment of Mr. Coughlin and the retirement of William C. Swaney,
Board membership continues to consist of nine directors.
Mr. Coughlin has been President of Nabisco International, the
international manufacturing and marketing unit of Nabisco, Inc.,
since February, 1997 and served as Executive Vice President and
Chief Financial Officer of Nabisco from April, 1996 to February, 1997.
-15-
<PAGE> 16
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 thereunto duly authorized.
PERRIGO COMPANY
----------------------
(Registrant)
Date: February 4, 1998 /s/ Michael J. Jandernoa
------------------ --------------------------------
Michael J. Jandernoa
Chairman of the Board and Chief
Executive Officer
Date: February 4, 1998 /s/ Thomas J. Ross
------------------ --------------------------------
Thomas J. Ross
Vice President Finance -
Principal Accounting and Financial Officer
-16-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,185
<SECURITIES> 0
<RECEIVABLES> 119,047
<ALLOWANCES> 3,382
<INVENTORY> 182,730
<CURRENT-ASSETS> 320,216
<PP&E> 401,633
<DEPRECIATION> 140,190
<TOTAL-ASSETS> 641,217
<CURRENT-LIABILITIES> 128,194
<BONDS> 61,344
0
0
<COMMON> 116,382
<OTHER-SE> 307,647
<TOTAL-LIABILITY-AND-EQUITY> 641,217
<SALES> 464,511
<TOTAL-REVENUES> 464,511
<CGS> 338,754
<TOTAL-COSTS> 338,754
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 348
<INTEREST-EXPENSE> 561
<INCOME-PRETAX> 43,550
<INCOME-TAX> 15,900
<INCOME-CONTINUING> 27,650
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27,650
<EPS-PRIMARY> .37
<EPS-DILUTED> .36
</TABLE>
