SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 September 30, 1998
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 333-13523
DADE BEHRING INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 36-3949533
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1717 Deerfield Road
Deerfield, Illinois 60015-0778
(Address of Principal Executive Office) (Zip Code)
847-267-5300
(Registrant's Telephone Number, Including Area Code)
Indicate by check X 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 proceeding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days
Yes X No _________
The number of shares of the registrant's Common Stock, $.01 par value per
share, outstanding as of November 13, 1998, the latest practicable date,
was 1,000 shares.
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Dade Behring Inc.
Consolidated Balance Sheets
December 31, September 30,
(Dollars in millions, except 1997 1998
share-related data) (Unaudited)
-----------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 20.5 $ 36.4
Restricted cash 3.7 4.8
Accounts receivable, net 359.6 414.7
Inventories 272.5 271.5
Prepaid expenses and other current assets 11.9 23.1
Deferred income taxes 97.0 96.6
-----------------------------------------------------------------------
Total current assets 765.2 847.1
Property, plant and equipment, net 214.5 248.0
Debt issuance costs, net 37.0 32.7
Goodwill, net 135.6 131.3
Deferred income taxes 286.1 257.0
Other assets 72.0 88.5
-----------------------------------------------------------------------
Total Assets $ 1,510.4 $ 1,604.6
======== ========
<PAGE>
Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt $ 3.7 $ 6.5
Short-term debt 54.4 98.2
Accounts payable 89.2 81.9
Accrued liabilities 283.9 306.5
-----------------------------------------------------------------------
Total current liabilities 431.2 493.1
Revolving credit facility - -
Long-term debt, less current portion 416.9 361.4
Senior subordinated notes 350.0 350.0
Other liabilities 108.2 141.9
-----------------------------------------------------------------------
Total Liabilities 1,306.3 1,346.4
Commitments and contingencies - -
Stockholder's equity:
Common stock, $.01 par value, 1,000 shares
authorized, issued and outstanding - -
Additional paid-in capital 468.4 477.6
Notes receivable on capital contributions (0.7) (0.7)
Accumulated deficit (252.9) (213.5)
Unrealized loss on marketable equity
securities (0.1) (0.5)
Cumulative translation adjustment (10.6) (4.7)
-----------------------------------------------------------------------
Total Stockholder's Equity 204.1 258.2
-----------------------------------------------------------------------
Total Liabilities and Stockholder's Equity $ 1,510.4 $ 1,604.6
======== ========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
Dade Behring Inc.
Consolidated Statements of Operations
Three Months Ended Nine Months Ended
September 30, September 30,
(Dollars in millions) 1997 1998 1997 1998
- ------------------------------------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net sales $ 204.1 $ 306.2 $ 612.2 $ 950.9
- ------------------------------------------------------------------------------
Operating costs and expenses:
Cost of goods sold 105.8 126.1 307.4 385.1
Marketing and administrative expenses 64.5 119.7 197.9 373.7
Research and development expenses 11.1 22.4 34.7 66.9
Goodwill amortization expense 1.4 1.8 4.1 4.5
- ------------------------------------------------------------------------------
Income from operations 21.3 36.2 68.1 120.7
- ------------------------------------------------------------------------------
Other income (expense)
Interest expense, net (22.8) (20.6) (66.0) (61.4)
Other 10.4 3.5 10.3 3.2
- ------------------------------------------------------------------------------
Income before income taxes 8.9 19.1 12.4 62.5
Income tax expense 3.3 7.0 4.6 23.1
- ------------------------------------------------------------------------------
Net income $ 5.6 $ 12.1 $ 7.8 $ 39.4
- ------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
Dade Behring Inc.
Consolidated Statements of Cash Flows
Nine Months Ended
September 30,
(Dollars in millions) 1997 1998
(Unaudited)
-------------------------------------------------------------------
<S> <C> <C>
Operating Activities:
Net income $ 7.8 $ 39.4
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization expense 44.8 40.6
Deferred income taxes 4.6 29.5
Stock based compensation expense - 9.0
Changes in balance sheet items:
Accounts receivable, net 4.5 (49.9)
Inventories (17.6) (15.6)
Prepaid expenses and other current assets 1.2 (12.3)
Accounts payable (11.3) (7.3)
Accrued liabilities (18.4) 22.6
Long-term notes receivable - (3.9)
Other, net (1.1) (10.3)
-------------------------------------------------------------------
Net cash flow provided by operating activities 14.5 41.8
-------------------------------------------------------------------
Investing Activities:
Acquisitions, net of acquired cash (1.3) -
Proceeds for purchase price adjustment - 32.5
Proceeds from sales of assets 0.7 24.4
Capital expenditures (32.6) (74.1)
-------------------------------------------------------------------
Net cash flow utilized by investing activities (33.2) (17.2)
-------------------------------------------------------------------
Financing Activities:
Proceeds from short-term debt, net of repayments 4.6 43.8
Deferred financing fees (0.5) -
Proceeds from borrowings under bank credit
agreement, net of repayments 17.7 (52.3)
-------------------------------------------------------------------
Net cash flow provided (utilized) by financing 21.8 (8.5)
activities
-------------------------------------------------------------------
Effect of foreign exchange rates on cash (0.3) (0.2)
-------------------------------------------------------------------
Net increase in cash and cash equivalents 2.8 15.9
Cash and Cash Equivalents:
Beginning of Period 3.7 20.5
-------------------------------------------------------------------
End of Period $ 6.5 $ 36.4
-------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
DADE BEHRING INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions)
Note 1. Organization and Business
Dade Behring Inc., formerly Dade International Inc., (the "Company")
was incorporated in Delaware in 1994 and is a wholly owned subsidiary of
Dade Behring Holdings, Inc., formerly Diagnostics Holding Inc.
("Holdings"). Bain Capital, Inc., GS Capital Partners, L.P., an
affiliate of Goldman Sachs Group, L.P., their respective related
investors, Hoechst A.G. and certain of its affiliates ("Hoechst") and the
management of the Company own substantially all of the capital stock of
Holdings. The Company develops, manufactures and markets in vitro
diagnostic equipment, reagents, consumable supplies and services
worldwide.
Effective December 16, 1994, the Company acquired (the "Dade
Acquisition") the worldwide in vitro diagnostics products manufacturing
and services businesses and net assets of Baxter Diagnostics, Inc. and
certain of its affiliates, from Baxter International Inc. and its
affiliates ("Baxter"). The Dade Acquisition was accounted for as a
purchase.
Effective May 1, 1996, the Company acquired (the "Chemistry
Acquisition") the worldwide in vitro diagnostics business ( "Dade
Chemistry" ) of E.I. du Pont de Nemours and Company. The operating
results and acquired assets and assumed liabilities of the Chemistry
Acquisition, which was accounted for as a purchase, have been reflected
in the Company's consolidated financial statements since May 1, 1996.
Effective October 1, 1997, Holdings acquired the stock and beneficial
interests of various subsidiaries of Hoechst that operated its worldwide
in vitro diagnostic business ("Behring"). The stock and beneficial
interest was contributed to the Company effective October 1, 1997. The
results of operations of Behring and the preliminary allocation of
purchase price to the acquired assets and assumed liabilities after
giving effect to certain contractual purchase price adjustments, as
determined in accordance with the purchase method of accounting, have
been reflected in the Company's consolidated financial statements since
October 1, 1997.
Note 2. Inventories
Inventories of the Company consist of the following (in millions):
December 31, September 30,
1997 1998
------------- -------------
(unaudited)
Raw materials $ 59.5 $ 52.8
Work-in-process 64.0 55.5
Finished products 149.0 163.2
------- ------
Total inventories $272.5 $271.5
====== ======
<PAGE>
Note 3. Comprehensive Income
Comprehensive income of the Company consists of the following (in
millions):
Nine months ended
September 30,
1997 1998
-----------------------
(Unaudited)
Net income $ 7.8 $39.4
Other comprehensive income (loss) (11.0) 5.5
------- -----
Total comprehensive income (loss) $ (3.2) $44.9
======= =====
Comprehensive income represents the sum of net income, the change in the
cumulative translation adjustment and the unrealized loss on marketable
securities.
Note 4.Sales of Product Lines
During the quarter ended September 30, 1998, the Company sold certain
assets of its nonproprietary controls, Analyst clinical chemistry
analyzer and Chlamydia product lines to separate buyers. Aggregate net
sales proceeds in cash and notes totaled $36.4 million from the
transactions, resulting in a net pre-tax gain of $5.1 million.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The Company's 1997 Annual Report on Form 10-K contains management's
discussion and analysis of the Company's financial condition and results
of operations as of and for the year ended December 31, 1997. The
following management's discussion and analysis focuses on material
changes since that time and should be read in conjunction with the 1997
Annual Report on Form 10-K. Relevant trends that are reasonably likely
to be of a material nature are discussed to the extent known.
Certain statements included in this document are forward-looking, such as
statements relating to estimates of operating and capital expenditure
requirements, future revenue and operating income, estimated Year 2000
expenditures, and cash flow and liquidity. Such forward-looking
statements are based on management's current expectations and are subject
to a number of risks and uncertainties that could cause actual results in
the future to differ significantly from results expressed or implied in
any forward-looking statements made by, or on behalf of, the Company.
These risks and uncertainties include, but are not limited to,
uncertainties relating to economic and business conditions, governmental
and regulatory policies, and the competitive environment in which the
Company operates. These and other risks are discussed in some detail
below as well as in other documents filed by the Company with the
Securities and Exchange Commission.
Comparability
Because of the inclusion of Behring operations, the Company's unaudited
statements of operations and cash flows for the nine months ended
September 30, 1998 are not comparable with the prior year period.
<PAGE>
Results of Operations
Net Sales
Net sales for the three months ended September 30, 1998 totaled $306.2
million, an increase of $102.1 million or 50.0% from the comparable
period a year ago. This increase was primarily due to the inclusion of
Behring sales in the current period. Adverse foreign currency exchange
rates reduced sales in the current quarter by $5.1 million.
Net sales for the nine months ended September 30, 1998 were $950.9
million, an increase of $338.7 million or 55.3% over the comparable
period of 1997. This increase was due to the inclusion of nine months of
sales from Behring operations in the current period offset partially by
the adverse impact of foreign exchange rates of $24.3 million.
Gross Profit
Gross profit for the three months ended September 30, 1998 was $180.1
million as compared to $98.3 million reported in the comparable period of
the prior year. The $81.8 million increase in gross profit in the
current quarter was primarily attributable to the increase in net sales
discussed above and improved margins. Gross margins for the current
quarter increased to 58.8% as compared to 48.2% in the third quarter of
1997. The increase in gross margins is attributable to improved product
mix and the realization of cost reductions resulting from the integration
of Behring operations.
Gross profit for the nine months ended September 30, 1998 totaled $565.8
million as compared to $304.8 million for the first nine months of 1997.
The $261.0 million increase in gross profit over the comparable period in
the prior year was due to the inclusion of nine months of Behring sales
during 1998, improved margins resulting from improved product mix and the
realization of cost reductions resulting from the integration of Behring
operations. Gross margins for the nine months ended September 30, 1998
increased to 59.5% as compared to 49.8% for the comparable period in
1997.
Marketing and Administrative Expense
Marketing and administrative expense for the quarter totaled $119.7
million, as compared to $64.5 million for the comparable period of 1997.
The increase for the three month period ended September 30, 1998 was
primarily attributable to the Behring acquisition, including
approximately $3.8 million of nonrecurring integration costs incurred to
integrate the Behring operations into the Company. Additionally, the
Company recorded $3.0 million of non-cash, stock-based compensation
expense in the quarter.
Marketing and administrative expense for the nine months ended September
30, 1998 totaled $373.7 million as compared to $197.9 million for the
first nine months of 1997. The $175.8 million increase was primarily
attributable to the Behring acquisition, including approximately $16.4
million of nonrecurring integration costs and $9.0 million of non-cash
stock-based compensation expense.
Research and Development Expense
Research and development expense for the quarter ended September 30, 1998
was $22.4 million, an $11.3 million increase from the comparable period
of 1997.
<PAGE>
For the first nine months ended September 30, 1998, research and
development expenses totaled $66.9 million as compared to $34.7 million
for the first nine months of 1997.
The increase in research and development expense for the comparable
quarter and nine month year over year periods is due to the inclusion of
Behring research and development activities and higher investment in the
core product lines.
Operating Income
Income from operations for the quarter ended September 30, 1998 totaled
$36.2 million as compared to $21.3 million for the same period last year.
The increase is due to higher sales volumes resulting from the inclusion
of Behring operations, improved margins and cost synergies partially
offset by nonrecurring integration costs of $3.8 million and $3.0 million
of non-cash stock-based compensation expense.
Income from operations for the nine months ended September 30, 1998
totaled $120.7 million as compared to $68.1 million for the same period
last year. The increase is due to higher sales volume resulting from
inclusion of Behring operations, improved margins and cost synergies
partially offset by nonrecurring integration costs of $16.4 million and
$9.0 million of non-cash, stock-based compensation expense.
Other Income (Expense)
For the three month period ended September 30, 1998, net interest expense
was $20.6 million, a $2.2 million decrease over the same period 1997.
For the nine month period ended September 30, 1998, net interest expense
was $61.4 million, a $4.6 million decrease over the same period 1997.
The decrease in net interest expense for the quarter and the nine months
ended September 30, 1998 is attributable to lower overall levels of
borrowing and lower interest rates on the Company's long-term debt.
During the quarter ended September 30, 1998, the Company sold certain
assets of its nonproprietary controls, Analyst clinical chemistry
analyzer and Chlamydia product lines to separate buyers. The net pretax
gain of $5.1 million from the sales was included in Other Income.
Income Taxes
The effective tax rate for the quarter and nine months ended September
30, 1998 was approximately 37%, which was consistent with the effective
rate of 37% recorded for the quarter and nine month periods ended
September 30, 1997.
Net Income
Net income for the three months ended September 30, 1998 totaled $12.1
million as compared to $5.6 million for the three months ended September
30, 1997. The increase was primarily attributable to the inclusion of
three months of Behring operating results and cost synergies realized
from the integration of Behring operations into the Company, offset by
after-tax nonrecurring integration costs of $2.4 million and an after-tax
charge of $1.9 million for non-cash, stock-based compensation expense.
<PAGE>
Net income for the nine months ended September 30, 1998 totaled $39.4
million as compared to $7.8 for the nine months ended September 30, 1997.
The increase was primarily attributed to the inclusion of nine months of
Behring operations and cost synergies realized from the integration of
the Behring operations into the Company, offset by after-tax nonrecurring
integration costs of $10.3 million and an after-tax charge of $5.7
million for non-cash, stock-based compensation expense.
Liquidity and Capital Resources
During the third quarter of 1998, working capital decreased $12.7 million
to $354.0 million. The decrease in working capital was primarily
attributable to the repayment of $30.0 million of long-term debt, which
reduced the level of cash and cash equivalents.
During the nine months ended September 30, 1998, working capital
increased $20.0 million. This increase was primarily due to higher cash
levels and an increase in trade receivables in Spain, principally because
Spain trade receivables were not acquired in the Behring acquisition.
Offsetting these increases in current assets were increases in short-term
debt and accrued expenses, which were primarily timing related.
Capital expenditures of the Company during the third quarter of 1998 were
$22.1 million as compared to $8.5 million in the comparable period last
year. The increase is attributable to three months of Behring activity
included in the current quarter along with integration related capital
spending of $1.2 million. On a current year to date basis, capital
expenditures totaled $74.1 million compared to $32.6 million for the
similar period in 1997. The year over year increase of $41.5 million is
primarily attributable to the inclusion of nine months of Behring
operations along with integration related capital spending of $6.8
million.
Certain information systems in use today may not be able to interpret
dates after December 31, 1999 because such systems allow only two digits
to indicate the year in a date. As a result, such systems are unable,
for example, to distinguish January 1, 2000 from January 1, 1900. Such
inability to properly distinguish between dates could have adverse
consequences on the operations of a business and the integrity of
information processing. This potential problem is commonly referred to
as the "Year 2000" or "Y2K" issue.
The Company has completed a thorough review of its information systems
and product offerings for Year 2000 issues. The scope of this review
included information technology infrastructure components (such as
hardware, operating systems and communication equipment), business
application software, production and research equipment, laboratory
products and associated applications, building and facilities systems,
personal computers, and the status of all key suppliers' Year 2000
remediation efforts.
Based on the results of the review, a formal plan has been established by
the Company to address Year 2000 issues. Although the identification and
successful remediation of all Year 2000 issues cannot be assured with
absolute certainty, the Company expects a successful execution of the
Year 2000 plan. The inability of the Company or third parties on which
it relies to resolve Year 2000 issues could have a material adverse
effect on the Company's results of operations and financial condition.
<PAGE>
The plan, which provides a process for periodic progress reporting on a
site and region basis, prioritizes mission critical and urgent Year 2000
issues. Progress against the plan is meeting interim mileposts. To
date, approximately 40% of the testing of modified applications has been
executed. The majority of mission critical and urgent Year 2000 issues
are planned to be remedied by the end of the second quarter of 1999, and
all are expected to be resolved no later than the end of the third
quarter of 1999. Contingency plans, as necessary, will be fully
established beginning in the first quarter of 1999 for all remaining
mission critical and urgent Year 2000 issues. To date, contingency plans
for approximately 15% of issues have been developed.
In connection with the resolution of Year 2000 issues, the Company
expects to incur expenses during 1998 and 1999 of approximately $5.7
million and $25.6 million, respectively. However, there can be no
assurance that these costs will not be greater than anticipated.
Management believes cash flows from operating activities, together with
available short-term and revolving credit borrowing capacity under the
Company's existing credit agreements, are sufficient to permit the
Company to meet its foreseeable financial obligations and fund its
operations and planned investments.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is involved in a number of legal proceedings, none of which
is expected to have a material adverse effect on the Company's business
or financial condition.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
See Index to Exhibits, page X-1.
(b) Reports on Form 8-K.
None.
<PAGE>
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.
DADE BEHRING INC.
(Registrant)
Date: November 16, 1998 By: /s/ James W. P. Reid-Anderson
James W. P. Reid-Anderson
Executive Vice President,
Chief Administrative Officer
and Chief Financial Officer
(Duly authorized Officer of Registrant)
<PAGE>
Index to Exhibits
10.1 Eighth Amendment to Credit Agreement dated as of October 16, 1998
among Dade Behring Holdings, Inc., Dade Behring Inc., various
lending institutions and Bankers Trust Company, as Agent.
EXHIBIT 10.1
EIGHTH AMENDMENT TO CREDIT AGREEMENT
EIGHTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of October 16, 1998, among DADE BEHRING HOLDINGS, INC. ("Holdings"),
DADE BEHRING INC. (the "Borrower"), the financial institutions party to
the Credit Agreement referred to below (the "Banks") and BANKERS TRUST
COMPANY, as Agent (the "Agent") for the Banks. All capitalized terms
used herein and not otherwise defined shall have the respective meanings
provided such terms in the Credit Agreement.
W I T N E S S E T H :
WHEREAS, Holdings, the Borrower, the Banks and the Agent are
parties to a Credit Agreement, dated as of May 7, 1996 and amended and
restated as of April 29, 1997 (as amended, modified, restated or
supplemented to the date hereof, the "Credit Agreement"); and
WHEREAS, the Banks wish to grant the consent provided below,
and the parties hereto wish to amend the Credit Agreement as herein
provided;
NOW, THEREFORE, it is agreed:
I. Amendments and Consents to Credit Agreement.
1. Notwithstanding anything to the contrary contained in
Sections 7.11 and 8.16 of the Credit Agreement, in the Pledge Agreement,
in the First Amendment, in the Second Amendment to Credit Agreement,
dated as of December 12, 1997, or in the Fifth Amendment to Credit
Agreement, dated as of April 30, 1998, the Banks hereby agree that
Holdings and its Subsidiaries shall not (subject to the immediately
succeeding proviso) be required to pledge to the Pledgee under the Pledge
Agreement the capital stock of any of the Foreign Subsidiaries listed on
Annex I hereto (each, an "Excluded Pledge Subsidiary"); provided however,
that if, at the time of the delivery of the financial statements provided
in Section 7.01(c) of the Credit Agreement, the aggregate book value of
the gross assets, or the aggregate net revenues for the last four fiscal
quarters, of the Excluded Pledge Subsidiaries exceeds at any time 3.0% of
the book value of consolidated gross assets or consolidated net revenues,
as the case may be, of Holdings and its Subsidiaries, then upon the
request of the Administrative Agent or the Required Banks, Holdings or
the relevant Subsidiary shall, within 90 days following such request,
pledge the capital stock of such of the Excluded Pledge Subsidiaries as
the Borrower may select in its discretion (at which time any such
Excluded Pledge Subsidiary the stock of which is so pledged shall cease
to constitute an "Excluded Pledge Subsidiary" and Annex I hereto shall be
deemed modified to reflect such change) as may be required to ensure that
the aggregate book value of the gross assets, or the aggregate net
revenues for the last four fiscal quarters, of the then Excluded Pledge
Subsidiaries does not exceed 3.0% of the book value of consolidated gross
assets or consolidated net revenues, as the case may be, of Holdings and
its Subsidiaries, with any such pledge of capital stock required pursuant
to this proviso to be made in accordance with the relevant requirements
of the Pledge Agreement and the Credit Agreement.
<PAGE>
2. Notwithstanding anything to the contrary contained in
Sections 7.11 and 8.16 of the Credit Agreement or in the Pledge
Agreement, the Banks hereby agree that Dade Finance Inc. shall not be
required to pledge to the Pledgee under the Pledge Agreement any of the
capital stock of Dade Behring Grundstucks GmbH.
3. The definition of "Consolidated EBIT" appearing in Section
10 of the Credit Agreement is hereby amended by inserting the following
text immediately after clause (viii) appearing in said definition:
", (ix) any one-time charge deducted in determining
Consolidated Net Income for such period and relating to the Vendor
Financing Program, provided that the aggregate amount of charges added
back pursuant to this clause (ix) for all periods shall not exceed
$4,500,000 and (x) non-recurring costs arising in connection with the
implementation by Holdings and its Subsidiaries of the Year 2000 and Euro
conversions, provided that the aggregate amount of costs added back
pursuant to this clause (x) for all periods shall not exceed
$35,000,000".
II. Miscellaneous Provisions.
1. In order to induce the Banks to enter into this Amendment,
the Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Eighth
Amendment Effective Date, both before and after giving effect to
this Amendment; and
(b) all of the representations and warranties contained in the
Credit Agreement or the other Credit Documents are true and correct
in all material respects on and as of the Eighth Amendment Effective
Date, both before and after giving effect to this Amendment, with
the same effect as though such representations and warranties had
been made on and as of the Eighth Amendment Effective Date (it being
understood that any representation or warranty made as of a specific
date shall be true and correct in all material respects as of such
specific date).
2. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of
the Credit Agreement or any other Credit Document.
3. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and delivered
shall be an original, but all of which shall together constitute one and
the same instrument. A complete set of counterparts shall be lodged with
the Borrower and the Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAW OF THE STATE OF NEW YORK.
<PAGE>
5. This Amendment shall become effective on the date (the
"Eighth Amendment Effective Date") when each of Holdings, the Borrower
and the Required Banks shall have signed a counterpart hereof (whether
the same or different counterparts) and shall have delivered (including
by way of facsimile transmission) the same to the Agent at its Notice
Office.
6. From and after the Eighth Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents
to the Credit Agreement shall be deemed to be references to the Credit
Agreement as amended hereby.
* * *
<PAGE>
(i) Dade Behring Diagnostics San Bhd (Malaysia);
(ii) PT Behrindonusa Perkasa (Indonesia);
(iii) Dade Behring Diagnostics, Inc. (Philippines);
(iv) Dade Behring Diagnostics Ltd. (Thailand);
(v) Dade Behring Diagnostics Asia Pte. Ltd (Singapore);
(vi) Dade Behring Diagnostics S.A.E. (Egypt);
(vii) Dade Behring Diagnostics Ltda (Brazil);
(viii) Dade Behring Diagnostics Ltd (UK);
(ix) Behring Diagnostics AG (Switzerland); and
(x) Behring Diagnostika Tibbi Tani Arac ve Gerecleri Ticaret
Ltd Sirketi (Turkey)
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date
first above written.
DADE BEHRING HOLDINGS, INC.
By
/s/
-------------------------------------
Name: Nancy A. Krejsa
Title: Vice President & Treasurer
DADE BEHRING INC.
By
/s/
-------------------------------------
Name: Nancy A. Krejsa
Title: Vice President & Treasurer
BANKERS TRUST COMPANY,
Individually, as Agent
and as Collateral Agent
By
/s/
-------------------------------------
Name: Mary K. Coyle
Title: Managing Director
THE BANK OF NOVA SCOTIA
By
/s/
-------------------------------------
Name: M.D. Smith
Title: Agent Operations
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By
/s/
-------------------------------------
Name: Paul Malecki
Title: Vice President
<PAGE>
BANKBOSTON, N. A.
By
/s/
-------------------------------------
Name: Christopher J. Wickle
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By
/s/
-------------------------------------
Name: Holly Kaczmarczyk
Title: Duly Authorized Signatory
SANWA BUSINESS CREDIT CORPORATION
By
/s/
-------------------------------------
Name: Lawrence J. Placek
Title: Vice President
ABN AMRO BANK N.V., Chicago Branch
By
/s/
-------------------------------------
Name: Joann L. Holman
Title: Vice President
By
/s/
-------------------------------------
Name: Darin P. Fischer
Title: Assistant Vice President
AG CAPITAL FUNDING PARTNERS, L.P.
By: Angelo, Gordon & Co., L.P., as
Investment
Advisor
By
/s/
-------------------------------------
Name: Jeffrey H. Aronson
Title: Managing Director
<PAGE>
CITIBANK, N.A.
By
/s/
-------------------------------------
Name:
Title:
CITY NATIONAL BANK
By
/s/
-------------------------------------
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By
/s/
-------------------------------------
Name: David Bouhl, F.V.P.
Title: Head of Corporate Banking - Chicago
By
/s/
-------------------------------------
Name: Dean Balice
Title: Senior Vice President Branch Manager
CRESCENT/MACH I PARTNERS, L.P.
By TCW Asset Management Company,
its Investment Manager
By/s/
-------------------------------------
Name:
Title:
DAI-ICHI KANGYO BANK LTD.
By/s/
-------------------------------------
Name:
Title:
<PAGE>
DELANO COMPANY
By Pacific Investment Management Company,
as its Investment Advisor
By/s/
-------------------------------------
Name:
Title:
FIRST NATIONAL BANK OF CHICAGO
By
/s/
-------------------------------------
Name: Christopher Cavaiani
Title: Vice President
THE FUJI BANK, LIMITED
By
/s/
-------------------------------------
Name:
Title:
IMPERIAL BANK
By
/s/
-------------------------------------
Name:
Title:
KEYPORT LIFE INSURANCE COMPANY
By: Stein, Roe & Farnham, as Investment
Advisor
By
/s/
-------------------------------------
Name: Brian W. Good
Title: Vice President & Portfolio Manager
<PAGE>
MERRILL LYNCH DEBT STRATEGIES PORTFOLIO
By: Merrill Lynch Asset Management L.P.,
as Investment advisor
By
/s/
-------------------------------------
Name:
Title:
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management L.P.,
as Investment Advisor
By
/s/
-------------------------------------
Name:
Title:
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
By
/s/
-------------------------------------
Name:
Title:
OCTAGON LOAN TRUST,
By: Octagon Credit Investors, its Manager
By
/s/
-------------------------------------
Name:
Title:
PILGRIM AMERICA PRIME RATE TRUST
By: PILGRIM AMERICA INVESTMENTS, INC., as
its Investment Manager
By
/s/
-------------------------------------
Name: Charles E. LeMieux, CFA
Title: Assistant Vice President
<PAGE>
MORGAN STANLEY DEAN WITTER PRIME
INCOME TRUST
By
/s/
-------------------------------------
Name
Title:
SAKURA BANK LTD.
By
/s/
-------------------------------------
Name: : Masayuki Kobayashi
Title: Joint General Manager
SOCIETE GENERALE
By
/s/
-------------------------------------
Name: Jose Gutierrez
Title: Vice President
SOUTHERN PACIFIC BANK
By
/s/
-------------------------------------
Name: Charles D. Martorano
Title: Senior Vice President
CAPTIVA FINANCE LTD.
By
/s/
-------------------------------------
Name:
Title:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Dade Behring, Inc. and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-END> SEP-30-1998 SEP-30-1998
<CASH> 36,400 36,400
<SECURITIES> 0 0
<RECEIVABLES> 414,700 414,700
<ALLOWANCES> 0 0
<INVENTORY> 271,500 271,500
<CURRENT-ASSETS> 847,100 847,100
<PP&E> 248,000 248,000
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 1,604,600 1,604,600
<CURRENT-LIABILITIES> 493,100 493,100
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 258,200 258,200
<TOTAL-LIABILITY-AND-EQUITY> 1,604,600 1,604,600
<SALES> 306,200 950,900
<TOTAL-REVENUES> 306,200 950,900
<CGS> 126,100 385,100
<TOTAL-COSTS> 270,000 830,200
<OTHER-EXPENSES> 3,500 3,200
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 20,600 61,400
<INCOME-PRETAX> 19,100 62,500
<INCOME-TAX> 7,000 23,100
<INCOME-CONTINUING> 12,100 39,400
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 12,100 39,400
<EPS-PRIMARY> .00 .00
<EPS-DILUTED> .00 .00
</TABLE>
